International Securities Operational Market Practice Book · International Securities Operational...

International SecuritiesOperational Market Practice Book

New issues • New issuance draf t and f ina l documentat ion

• D is t r ibut ion process ing

Corporate act ions • Corporate ac t ion event not i f i ca t ions

• Corporate ac t ion process ing

Income • Income event not i f i ca t ions

• Payment process ingJa

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M A R K E T P R A C T I C E B O O K

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Updates

The MPB may be subject to a yearly review further to consultation with the International Securities Market Advisory Group.

The main updates of this January 2012 version compared to February 2011 are:

• Chapter 1 / section 1.2.: ISMAG Best Practices Summary #3. on Naming Convention - Updated

• Chapter 3 / section 3.3.6.1.: Corporate Actions / Reg S - 144A transfers, flow “c” in table - Corrected

• Annex 1: Letters of Representation June 2011 versions - Updated

• Annex 6C: - General Meeting, Extraordinary Meeting, Repurchase/ Tender Offer, Exchange Offer, Consent checklists - Updated - Disclosure checklist - NEW


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INTRODUCTION ........................................................................................................................................................9 LEGAL DISCLAIMER .................................................................................................................................................10

TIMING CONVENTION ..............................................................................................................................................10

GLOSSARY ......................................................................................................................................................11

CHAPTER 1: MARKET FRAMEWORK & ISMAG BEST PRACTICES SUMMARY .....................................................171.1. MARKET FRAMEWORK ..........................................................................................................................................17

1.1.1. ISMAG Adherence ..........................................................................................................................................17

1.1.2. ISMAG Adherent securities compliance monitoring ........................................................................................18

1.2. ISMAG BEST PRACTICES SUMMARY ...................................................................................................................19

1.3. INFORMATION TAXONOMY .....................................................................................................................................22

1.3.1. Generic recommendations ...............................................................................................................................22

1.3.2. Specific recommendations ...............................................................................................................................23

CHAPTER 2: NEW ISSUES .............................................................................................................................................272.1. SCOPE ......................................................................................................................................................27

2.2. INFORMATION FLOW ...............................................................................................................................................27

2.2.1. New issues documentation description ............................................................................................................27

2.2.1.1. Draft documentation ..................................................................................................................................27

2.2.1.2. Final documentation ..................................................................................................................................28

2.2.1.3. Updated documentation after closing date................................................................................................29

2.2.2. New issues draft documentation flows .............................................................................................................30

2.2.2.1. Documentation flow for Stand-Alone securities codes allocation & eligibility ...........................................30

2.2.2.2. Documentation flow for new Programme set up and subsequent issuance under

Programme codes allocation & eligibility ..................................................................................................32

2.2.2.2.1. Documentation flow for Programmes at establishment ....................................................................32

2.2.2.2.2. Documentation flow for issuance under Programme at acceptance ................................................34

2.2.3. New issues final documentation flows ..............................................................................................................36

2.2.3.1. Documentation flow for Stand-Alone securities at issuance .....................................................................36

2.2.3.2. Documentation flow for Stand-Alone securities when updates/changes occur

after closing date .......................................................................................................................................37

2.2.3.3. Documentation flow for issuance under Programme ................................................................................38

2.2.3.3.1. Documentation flow for Programmes at establishment ....................................................................38

2.2.3.3.2. Documentation flow for Programmes when updates/ changes occur

after establishment ...........................................................................................................................38

2.2.3.3.3. Documentation flow for issuance under Programme at issuance ....................................................39

2.2.3.3.4. Documentation flow for issuance under Programme when

updates/changes occur after closing date ........................................................................................40

2.3. PROCESSING ......................................................................................................................................................40

2.3.1. New issues same day syndicated distribution ..................................................................................................40

2.3.2. Same day syndicated distribution flow .............................................................................................................41

CHAPTER 3: CORPORATE ACTIONS ...........................................................................................................................433.1. SCOPE ......................................................................................................................................................43

3.2. INFORMATION PROVISION FLOW ..........................................................................................................................44

3.2.1. Corporate action information ............................................................................................................................44

3.2.1.1. Information description ..............................................................................................................................44

3.2.1.2. Preliminary information ..............................................................................................................................44

3.2.1.3. Complete information ................................................................................................................................45

3.2.2. Information provision and timing per event types .............................................................................................47

3.2.2.1. Information flow for Predictable events other than those occurring upon a

triggering event or at the option of the Issuer ...........................................................................................47

Table of contents


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3.2.2.2. Information flow for Predictable events occurring upon a triggering event or at

the option of the Issuer .............................................................................................................................48

3.2.2.3. Information flow for Unpredictable events .................................................................................................49

3.2.2.3.1. Pre event launch ...............................................................................................................................49

3.2.2.3.2. Event launch or post launch .............................................................................................................51

3.3. PROCESSING ......................................................................................................................................................50

3.3.1. Processing overview ........................................................................................................................................52

3.3.2. Instructions from holders .................................................................................................................................52

3.3.2.1 Instruction Deadlines .................................................................................................................................53

3.3.2.2. Instruction Withdrawal or Cancellation .....................................................................................................54

3.3.2.3. Default Action ...........................................................................................................................................55

3.3.2.4. Information required from investors – Paperless Event Processing ........................................................55

3.3.2.5 Instruction – Disclosure .............................................................................................................................56

3.3.2.6. Certification Requirements .......................................................................................................................57

3.3.2.7. Exercisable Quantities ..............................................................................................................................57

3.3.3. Announcements during the lifecycle of an event .............................................................................................57

3.3.4. Outcome of Events & Instructions ...................................................................................................................59

3.3.4.1. Outcome at event level ............................................................................................................................60

3.3.4.2. Outcome at instruction level .....................................................................................................................60

3.3.5. Proceeds information .......................................................................................................................................60

3.3.5.1. Main Proceeds information ......................................................................................................................60

3.3.5.2. Optional Proceeds ....................................................................................................................................65

3.3.6. Event Processing Illustration ...........................................................................................................................68

3.3.6.1. Regulation S. – 144A Transfers (and vice-versa): triggered by investors instructions ............................68

3.3.6.2. Conversion Event – Bonds into Shares: triggered by investors instructions ...........................................70

3.3.6.3. Redemption in Cash or Shares: triggered by an external event ..............................................................72

CHAPTER 4: INCOME .....................................................................................................................................................754.1. SCOPE ......................................................................................................................................................75

4.2. INFORMATION PROVISION FLOW ..........................................................................................................................75

4.2.1. Income information ...........................................................................................................................................75

4.2.1.1. Information description ..............................................................................................................................75

4.2.1.2. Information transmission ...........................................................................................................................76

4.2.2. Information provision and timing - Fixed and variable rate instruments ...........................................................77

4.3. PROCESSING ......................................................................................................................................................79

4.3.1. Payment Processing .........................................................................................................................................79

4.3.2. Payment Flow ...................................................................................................................................................80

4.3.3. Processing of amendments .............................................................................................................................81

4.3.3.1. Amendments flow .....................................................................................................................................81

4.3.3.2. Amendments root cause – Who? Why? What? .......................................................................................82

4.4. INVESTIGATIONS AND INQUIRIES .........................................................................................................................83

4.4.1. Pre-payment queries: priority linked to payment date ......................................................................................83

4.4.2. Post-payment queries: priority linked to payment amount difference ..............................................................84


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ANNEXES ......................................................................................................................................................85ANNEX 1 A: ISMAG - Issuer Blanket Letter of Representation ........................................................................................87

ANNEX 1 B: ISMAG - Issuer Agent Letter of Representation ..........................................................................................89

ANNEX 1 C: ISMAG - Labelled International Securities Exception Processing Notification ............................................91

ANNEX 1 D: Notice of Revocation of ISMAG Adherence.................................................................................................92

ANNEX 2: ICMA Guidance Note to the market ................................................................................................................93

ANNEX 3: EU Prospectus Directive ..................................................................................................................................96

ANNEX 4: Non-standard/Unusual structures ....................................................................................................................97

ANNEX 5: Acceptance and Eligibility Checklists ............................................................................................................101

ANNEX 6: Asset Servicing Checklists.............................................................................................................................108

6A: Final Documentation Fields ................................................................................................................................110

6B: Notification Fields for Predictable Events ...........................................................................................................124

6C: Notification Fields for Unpredictable Events ......................................................................................................129

ANNEX 7: Naming Convention recommendation ...........................................................................................................142

ANNEX 8: Day Count Conventions recommendation .....................................................................................................144

ANNEX 9: Units and Nominal recommendation .............................................................................................................146

ANNEX 10: ICMSA Recommendation with respect to requirements for Payment Business Days ................................147

ANNEX 11: ICMSA Recommendation for Record Dates ................................................................................................148

ANNEX 12: ICMSA Recommendation for the Treatment of Partial Redemptions ..........................................................150

ANNEX 13: ICMSA Guidelines for the Issuance of Confidential Securities within the ICSDs........................................151

ANNEX 14: ISMAG Terms of Reference ........................................................................................................................152

14 A : ISMAG – Change Programme Definition Phase, Terms of Reference ..........................................................152

14 B : ISMAG – Implementation Phase, Terms of Reference ..................................................................................155

ANNEX 15: CAJWG - Market Standards for Corporate Actions Processing ..................................................................158

ANNEX 16: Glossary of Template Fields ........................................................................................................................171

ANNEX 17: Corporate Actions Glossary of Events.........................................................................................................176

ANNEX 18: Income Amendments Root Cause – Methodology quick card ....................................................................179


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Introduction

This operational Market Practice Book (MPB), issued by the two International Central Securities Depositories (ICSDs), Euroclear Bank and Clearstream Banking, describes the best practices for operational processes in new issues, corporate actions and income for international securities primarily issued through and deposited with the ICSDs.

The MPB was created in conjunction with valuable input from a wide variety of market practitioners in the international securities industry, and under the auspices of a market body, the International Securities Market Advisory Group (ISMAG). Working Groups for each of the operational streams were set up for this purpose. The role of the ISMAG is to guide and promote the design and implementation of a change programme. The programme is aimed to achieve a high degree of standardisation and operational efficiency in the issuance and asset servicing of international securities issued through the ICSDs. Different end-to-end intermediaries such as Issuers, Agents, Common Depositories, ICSDs, Custodians, Lead Managers and Trade Associations are represented in ISMAG.

The MPB has been drafted to describe improvements to existing operational market practices, focusing on timeliness, coverage and quality of information provision and processing for new issues, corporate actions and income.

The independent chairman of ISMAG has agreed that the MPB reflects the main issues raised by its membership and has confirmed his support for its publication.

In parallel, the Trade Associations participating in the ISMAG may issue their own recommendations to their members. The International Capital Market Association (ICMA) has issued a Guidance Note which sets out its view about how its members should comply with this MPB. A copy of the Guidance Note can be found in Annex 2. By implementing the recommendations contained within this Market Practice Book, Issuers and their Agents will, to a large extent, ensure an efficient and effective end-to-end service to investors.

From 2011, Issuers and Agents have the opportunity to market their adherence by officially joining the market framework, developed by the ICSDs after ISMAG consultation. The market framework and a summary of best practices are defined in the following chapter.


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This publication will be regularly reviewed and updated to reflect changes and developments in the market.

The operational practices, as described in this Market Practice Book are not intended to impose any legal obligations on market participants but aim to provide a set of recommendations for an efficient operational framework to asset service international securities.

Views on the content of this document are welcome, and should be addressed in writing to the ISMAG Project Management Office, by emailing either [email protected] or [email protected]

Unless otherwise stated, all deadlines of this document refer to the ICSDs’ deadlines and are expressed in a hh:mm 24-hour format, in Central European Time (CET), on any Business Day.

For variations to those ICSDs’ deadlines, please refer to the individual contractual service descriptions of each party.

Legal disclaimer

Timing convention


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Glossary

Agent A generic term describing an entity that acts on behalf, and upon request, of the Issuer. The term “Agent” includes any Paying Agent, Issuing and Paying Agent, Fiscal Agent, Registrar, Determination Agent, Calculation Agent, Withholding Agent (if appointed by the Issuer), Corporate Action Agent, Conversion Agent, Exchange Agent or any other agent appointed by the Issuer.

ANNA ANNA - the Association of National Numbering Agencies, incorporated as a Belgian srcl, has been designated by ISO as the responsible entity for overseeing the maintenance and assignment of ISIN and CFI code standards.

Arranger An entity responsible for arranging and structuring a Programme.

Base Prospectus The document published by the Issuer in relation to a Programme and made available to prospective investors. May also be called by another name, such as offering circular or information memorandum.

Business Day (as used in this document) Any day except Saturdays, Sundays and public holidays in jurisdictions in which respective parties are operating.

Calculation Agent An agent appointed by the Issuer to process and disseminate coupon rate fixing or redemption information and to determine any amount payable under the securities.

Classical Global Note (CGN) A form of Global Certificate which requires physical annotation on the attached schedule to reflect changes in the IOA.

Closing Date For syndicated issuance, the date on which the issue proceeds are paid to the Issuer and the securities are created and distributed to investors through the ICSDs.

Common Code A 9-digit number used to uniquely identify individual securities between the ICSDs and their participants, and allocated by one of the ICSDs.

Common Depository (CD) An entity appointed by the ICSDs to provide safekeeping and asset servicing for securities in CGN form.

Common Safekeeper (CSK) An entity appointed by the ICSDs to provide safekeeping for NGN and NSS.

Common Service Provider (CSP)

An entity appointed by the ICSDs to provide asset servicing for NGN and NSS.

Conversion Agent or Exchange Agent

An agent appointed by the Issuer to instruct the execution of conversion or exchanges of securities.

Corporate Action Agent (CA Agent)

An agent appointed by the Issuer to act on its behalf in relation to a specific unpredictable corporate action.

CSK Election Form A form which is sent by the relevant Principal/Issuing and Paying Agent indicating which ICSD will act as “Common Safekeeper (CSK)” for NGN/NSS intended to constitute ECB Eligible Collateral.


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Dealer An entity appointed by the Issuer to structure and place a non-syndicated issue.

Dealer Manager An entity appointed by the Issuer to structure the management of a specific unpredictable corporate action.

Determination Agent An agent appointed by the Issuer to make certain determinations in accordance with the T&C and responsible for the monitoring of external factors (e.g. basket of securities, index, underlying assets) used to determine all or part of the Rate Fix Formula.

Determination Date The date on which the payable amount will be determined by combining the elements mathematically calculated on Fixing Date and the last elements of the formula (it may or may not coincide with the Fixing Date). It is often quite close to Payment Date.

Drawdown The issuance of a security under a Programme.

Effectuation Authorisation An Effectuation Authorisation must be sent to the appointed CSK by the Issuer. It instructs the CSK to act as agent with respect to the effectuation of each Global Note and, as such, to sign each Global Note as the final act making such note a valid security in accordance with the terms of such Global Note.

EMTN Euro Medium Term Note.

European Pre-Issuance Messaging (EPIM)

Central messaging link allowing IPAs and dealers to electronically request ISIN’s and common codes for ECP, ECD and MTN issuances from the ICSDs using standardised message formats. EPIM improves the communication process by offering a single communication channel using a standard protocol and reliable systems architecture.

Final Terms A document containing the specific terms and conditions of a security issued under Programme. It may also be referred to as a Pricing Supplement.

Fiscal Agent An agent appointed by the Issuer where no Trustee is appointed, to act as a Paying Agent and to perform certain administrative functions.

Fixed rate instruments Zero coupon securities and securities paying a fixed interest amount, usually with a final redemption payment pre-defined as a fixed percentage. The coupon and redemption details and features are fully determined in the T&C.

Fixing Date The date determined in the T&C of a security on which some or all of the elements of the rate/income calculation formula are known and the rate can be calculated. The calculation of the final payable amount may or may not be possible at this time.

Global Certificate Certificate representing an entire issue of securities. These may be temporary global certificates or permanent global certificates and in CGN or NGN form.

ICSD Account Holders Any entity holding an account with an ICSD.

Information Agent An agent appointed by the Issuer to disseminate information to holders and, in certain cases, to solicit responses.


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International Central Securities Depository (ICSD)

Securities settlement system for international securities. In this context, Clearstream Banking and Euroclear Bank.

International Securities (as used in this document) those securities primarily issued through and deposited with Clearstream Banking and Euroclear Bank.

IOA Issue Outstanding Amount.

ISIN A 12-digit alpha-numeric identifier assigned in accordance with ISO 6166 standards and used globally to uniquely identify a security.

Issue Date For non-syndicated issuance, the date on which the issue proceeds are paid to the Issuer and the securities are created and distributed to investors through the ICSDs.

Issuer An entity issuing securities.

Issuer/ICSD Agreement An Issuer-ICSD agreement must be signed by the issuer or its agent. The issuer must send a signed copy to Euroclear Bank and Clearstream Banking (Luxembourg) prior to the acceptance of any NGN/NSS intended to constitute ECB Eligible Collateral.

Issuing Agent (IA) An agent appointed by the Issuer to issue securities to the market and receive corresponding payments, if applicable, from the Dealer on the Issue Date.

Issuing and Paying Agent (IPA) An agent appointed by the Issuer to act as both the Issuing Agent and the Paying Agent under a Programme.

Lead Manager (LM) An entity appointed by the Issuer to structure and lead the placement of a Syndicated Issue.

Legal Counsel A law firm or lawyer appointed by an entity involved in the new issues or corporate actions process as its legal adviser.

Manual of Procedures (MOP) Appendix to the common depository agreement. Together with the contract, the documents governing the relationship between the ICSDs and their service providers (CD/CSP).

New Global Note (NGN) A form of Global Certificate which refers to the records of the ICSDs to determine the IOA.

New Safekeeping Structure (NSS)

A holding structure for international registered debt securities issued in CGN form jointly through Euroclear Bank and Clearstream Banking, to be recognised as potentially eligible collateral for Eurosystem monetary policy and intra-day credit operations.



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Observation Date The day on which the value of the underlying security is taken into consideration for the rate calculation. In the case of a range note, it is a day when the value of an underlying is compared against the benchmarks to determine whether the day is a valid day for the interest to accrue. In the case of an index-linked, it is the day when the value of the related index is taken in order to calculate the rate at which proceeds will be paid out. A single Observation Date will often coincide with the Fixing Date or with the determination. In the case of a daily observation, the T&C will refer to an observation

Payment Date The date at which entitlements are due to be paid to investors.

Pricing Supplement A document containing the specific terms and conditions of a security issued under Programme. It may also be referred to as Final Terms.

Principal Paying Agent (PPA)/Paying Agent

An agent appointed by the Issuer to process the cash payments to be made by the Issuer (collection of coupon, redemption or other monies) related to a security.

Private Placement Memorandum

The Private Placement Memorandum could contain similar information as a prospectus for a public offering: a description of the terms of the offering, the company’s business, risk factors, additional terms (i.e. antidilution protection, registration rights, control features) and summary financial information.

Private Placement The sale of securities directly to private persons, institutional investors, or both outside a public offering. Such non-public deals (often without a publicly available prospectus) closing through the ICSDs are placed directly with investors.

Programme A facility used by both the issuer and the Issuing and Paying Agent to simplify the procedure of creating securities. The Programme provides a template for a series of separate issuances for which the specific details (e.g. interest rate, tenor, issued amount) will vary.

Programme Identification Number

A unique and confidential reference number allocated to a Programme by one of the ICSDs.

Prospectus The document published by the Issuer in relation to a new Stand-Alone Issue and made available to prospective investors. May also be called by another name, such as offering circular or information memorandum. In relation to an unlisted issue for which no separate offering document is published, Prospectus means the T&C.

Rate Fix Action to calculate/determine the interest rate.

Rate Fix Formula Formula which will enable the calculation/determination of the interest rate.

Registrar An entity appointed by the Issuer to maintain the register of holders where the securities are in registered form.


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Regulation S (RegS) The Regulation S exemption under the Securities Act of 1933 exempts securities from SEC registration if the offering is made outside of the United States to non-US persons.

Reversal A reversal is a payment correction processed by ICSDs after a client account has been credited. This correction is due to wrong or late information from upstream intermediaries.

Rule 144A The Rule 144A exemption under the Securities Act of 1933 exempts securities from SEC registration if the offering is through a private placement in the United States to sophisticated institutional investors meeting the requirementsto be considered Qualified Institutional Buyers (QIBs).

Signing & Closing Agenda The guide to the conditions that must be satisfied, i.e. the documents that need to be produced and exchanged between the parties and the checklist or all other items that need to be addressed for the transaction to close.

Stand-Alone Securities Securities that are not issued under a Programme.

STP Straight-Through Processing.

Syndicated Issue A new issue distributed through a number of underwriters.

Terms and Conditions (T&C) The contractual provisions governing the securities set out in (or incorporated into) the global certificate and publicised in a Prospectus (for Stand-Alone issues) or a Base Prospectus supplemented by Final Terms (for issuance under Programme).

Trustee An entity appointed by the Issuer to act on behalf of investors in relation to the securities.

Value Date The date on which cash becomes available to the account owner.

Variable rate instruments Instruments for which the coupon and/or redemption payments are linked to one or several unknown components. These variable components are to be provided on a Fixing/ Determination Date. These can include, but are not limited to, variable coupons (range notes, forex-linked securities), early or partial redemptions, or payments related to structured finance securities or equity linked notes. The components are defined in the T&C but the payments resulting from the performance of these components have to be determined prior to the calculation of the actual coupon and/or redemption payment, which could also be an amount equal to zero.

Withholding Agent An agent appointed by local tax authorities and/or Issuers to retain withholding taxes on their behalf.


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B E S T P R A C T I C E S - M A R K E T P R A C T I C E B O O K

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ISMAG best practices described in detail within the Market Practice Book are summarised in this section.

The best practices are defined mainly for upstream parties, i.e. Issuers, their Legal Counsel and their Agents, to address inefficiencies and risks linked to information provision processes, being:

• information coverage: quality & completeness• information timeliness• information processing

The adherence to and usage of the best practices, e.g. how to best draft documentation at issuance of an international security and/or how to best communicate the subsequent income and corporate actions notification information during the life cycle of this security, will to a large extent ensure an efficient and effective service to investors.

The ICSDs have developed a market framework to foster this adherence by the market.

Market FrameworkThe market framework has been developed to:• achieve improved market performance by optimizing end-to-end operational efficiencies,• increase market transparency towards both investors and issuers, and,• maintain market attractiveness and competitiveness.

ISMAG Adherence

Issuers have the opportunity to market their engagement, acknowledge their adherence to the best practices, by providing the Issuer Letter of Representation (LoR) to both ICSDs, either on a blanket level, for all their future new issuances, or on a programme level, for all their future drawdowns. An “ISMAG Adherent” label will be assigned to their securities issued as from the defined effective date (closing date) and the ICSDs will publish the names of Adherent Issuers on their websites. The Issuer LoR is in Annex 11.

An “Exception Processing Notification” is available to exclude, at security (ISIN) or Programme level, securities structured in a manner that may prevent calculation Agents to provide information as per the defined benchmarks. These securities will be labelled as “ISMAG Exempt”. This “Exception Processing Notification” is in Annex 11.

The purpose of the “ISMAG Adherent” and “ISMAG Exempt” labels are two-fold;

1. to bring transparency to investors on their securities portfolio and related expected service levels, i.e. in line with ISMAG recommendations, and,

2. to increase servicing transparency for Issuers on their securities’ compliance vs. the best practices.

Issuers are encouraged to liaise with their appointed Agents by providing instructions and information to enable them to comply with the MPB best practices.

1. Market Framework and ISMAG Best Pract i ces Summary

1.1.

1.1.1.

1 Annex1: Revised June 2011 versions of the LORs. The latest versions, if any, are available from www.euroclear.

com/ISMAG or www.clearstream.com/ISMAG. These electronic versions will prevail.

M A R K E T P R A C T I C E B O O K - B E S T P R A C T I C E S

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The Issuers’ Agents, in any agency role (such as Principal/Issuing Paying Agent, Calculation Agent, Determination Agent, Corporate Action Agent) also have the possibility to market their adherence to the best practices by providing an Issuer Agent Letter of Representation (Annex 11). Once such letter is received by both ICSDs, the Issuer’s Agent name will appear on their respective websites as “ISMAG Adherent”.

Both Issuers and Issuers’ Agents have the possibility to cease its practice of complying with the MPB, either in whole or in part, by sending a Notice of Revocation of ISMAG Adherence (Annex 11) to both ICSDs.

Market framework adherence starts on a voluntary basis but will become mandatory for all newly issued securities during 2012.

ISMAG Adherent securities compliance monitoring

To ensure adequate implementation of the best practices, the ICSDs will monitor those adherent Issuers and the Issuers’ agents that have signed LoRs, based on market-adopted key performance indicators (“KPI”) on the items listed in the appendices attached to the Issuer and Agent LoRs.

Targeted benchmarks have been defined for below KPIs, some others need to be further defined (TBD):

**These benchmarks will be re-assessed according to the measured performance levels with the ISMAG in the implementation phase. (The ISMAG implementation phase Terms of Reference is in Annex 14b.)

Compliance level results will not be published but will be shared with Issuers and their Agents in multilateral discussions, for the basis of improving the global performance of their issues.

Monitoring illustration: Timeliness of Rate Fixing on ISMAG Adherent securities - Monitoring Issuers’ Calculation Agents’ performance:

1.1.2.

KPIs that will be monitored as from 2011 2011** 2012** 2013**

Receipt of final issue documentation by Closing Date + 1 Business Day• from IPA (under programme)• from LM (stand alones)

90% 95% 98%

85% 90% 95%

Income rate fixing by Fixing/Determination + 1 BusinessDay (except for “ISMAG exempt” securities)• from Calculation Agent 89% 93% 96%

Income reversals • Volumes• Timeliness: from 15 CD to 10 CD after payment date

0.6% 0.45% 0.3%

New KPIs to be defined (mainly for Corporate Actioninformation coverage and timeliness vs MPB benchmarks)e.g. Final redemption in cash or shares fixing timeliness

TBD TBD TBD


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1.2.

In 2011: minimum benchmark is 89%

• Issuers compliance result for this KPI Issuers A & C, having global performance > 89% = compliant for this KPIIssuer B, having global performance of 86% < 89% = not compliant for this KPI

• Calculation Agents compliance result for this specific KPI: Calculation Agent 2 & 3, having global performance > 89% = compliant for this KPICalculation Agent 1 has a global performance of 82% < 89% = not compliant for this KPI

In case the results are systematically below the yearly pre-defined benchmark per KPI, i.e. for more than 3 quarters (9 months), and no clear action plan is shared by the Issuer and/or their Agents to improve performance, the following measures might be taken by the ICSDs:

1) Issuers/Agents names removed from the published list of ISMAG adherent parties2) Either,

a) removal of ISMAG Adherent label on each security, or,b) replacement of ISMAG Adherent label with non-compliant label.

ISMAG Best Practices SummaryAll ISMAG best practices are summarised below with further reference to the relevant section of the MPB for more detailed information. This summary complements the LoR appendices.

1. Relevant parties, i.e. external and/or internal legal counsels, to apply to the extent possible and whenever applicable, the ISMAG taxonomy/checklists and specific recommendations2 while drafting issuance documentation (draft and final), e.g. Programme base prospectus, final terms, etc., and corporate action event documentation.

• to ensure completeness and common understanding• see section 1.3. ISMAG taxonomy

Issuer A Issuer B Issuer C

Agent Global Performane

Calculation Agent 1 95% 95/100 85% 85/100 75% 150/200 82%

91%

90%

Calculation Agent 2 90% 180/200 87% 174/200 95% 285/300

Calculation Agent 3 89% 267/300 85% 425/500 97% 388/400

Issuer Global Performance

90% 542/600 86% 684/800 91% 823/900

2 ISMAG specific recommendation “do’s and dont’s” on Day Count Conventions, Interest Period Adjustments,

Record Dates, etc.


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2. Relevant parties, i.e. external and/or internal legal counsels, Lead Manager, Arranger, Dealer, etc., to highlight, in the very early stage of issuance, to Issuing Agents and/or ICSDs any non-standard structure of the security for initial eligibility assessment e.g. such as additional paperwork requirements, Tefra certification on Registered issues, etc. (Annex 4 in MPB)

• to ensure efficient asset servicing to investors• see section 1.3. ISMAG taxonomy, section 2.2.2. New Issues draft documentation flows,

and Annex 4

3. Relevant parties, i.e. external and/or internal legal counsels, Lead Manager, Arranger, Dealer, etc., to provide the Issue Final Documentation on Closing/Issue Date to the Issuer Agent/ to the CD/CSP and no later than Closing/Issue Date + 1 Business Day to both ICSDs, using the naming convention for issuances under Programme and Stand-Alone securities.

• Benchmarks to ensure Information timeliness: see New Issues section 2.2.3.• Naming convention to ensure efficient document flows: see Annex 7• Lead Managers and Issuing Agents performance will be monitored by the ICSDs with

specific benchmarks to achieve (see 1.1)

4. Lead Managers to settle, to the extent possible and whenever applicable, syndicated closings during the same day distribution process, by organising an earlier closing, permitting the credit of securities in the ICSDs by 12:30 CET on the closing date

• to ensure earlier finality of settlement• see New Issues section 2.3.

5. Relevant parties i.e. Issuer, Lead Manager, Legal Counsel to provide any amended/updated documentation after issuance as soon as determined (e.g. in case of manifest errors and/or securities T&Cs changes), as per the listed information in the relevant checklist, to the Issuer Agent/Fiscal Agent/Trustee for onward delivery to the ICSDs/CD/CSP within same business day of receipt

• to ensure completeness: see Annex 6C “Security Change Value Notification” template, and

• timely receipt of information by investors: see New Issues section 2.2.3.

6. Calculation/Determination Agent, and any other relevant Agent, to provide the applicable accurate rate fixing notifications3 to their Paying Agent no later than fixing/determination date +1 Business Day providing all required information listed in the relevant checklist for onward delivery to the CD/CSP no later than one business day following receipt.

• to ensure completeness: see Annex 6B “Interest” template, and• timely receipt of information by investors: see Income section 4.2.2.• Calculation Agents performance will be monitored by Paying Agents with specific

benchmarks to achieve (see above)

3 Rate Fixing Notifications: applicable only to variable rate instruments, whether for (ir)regular income payments

or partial or final redemption payments.


21

7. Relevant agent(s) i.e. Calculation Agent, Determination Agent, Paying Agent, to provide amended income notification to relevant parties as soon as there is an update to the payable amount or rate information. If the amendment is known on or after Payment Date – 2 Business Days inform the Common Depository/Common Service Providers directly providing the root cause for the amendment.

• to ensure accuracy of payment, potentially avoiding payment corrections (reversals)• see Income section 4.3.3.

8. Relevant parties i.e. Issuer, Paying Agent, to apply payment processing flows described in the MPB, and to perform adequate reconciliation processes, as relevant agent(s) (e.g. Calculation Agent, Paying Agent) to ensure early discrepancies diagnosis, further enabling requests for Income Reversals to be submitted to the ICSDs sooner by the relevant agent, and including the defined and published “root cause”.

• to ensure efficient payment processing: see Income section 4.3.2.• to ensure earlier correction of payments: see Income section 4.3.3.• Reversals volumes and timeliness will be monitored and consolidated by the ICSDs

(see above)

9. Relevant parties i.e. Issuer, Calculation Agent, Paying Agent, to apply suitable turnaround time of income related queries.

• to ensure timely inquiries handling: see Income section 4.4.

10. Relevant agent(s), e.g. Corporate Action Agent, Information Agent, to set-up the operational aspects of unpredictable corporate action events before their launch with the ICSDs on a confidential basis, if authorised to do so.

• to ensure efficient asset servicing to investors: see Corporate Actions section 3.2.2

11. Relevant agent(s), e.g. Corporate Action Agent, Information Agent, Calculation Agent, to use the published various event notification templates to the Common Depository/Common Service Providers

• to ensure completeness for income and corporate action events: see Annexes 6B and 6C, and

• timely receipt of information by investors: see Corporate Actions section 3.2.2 and Income section 4.2.2.

12. Relevant agent(s) e.g. Determination Agent, Calculation Agent, to provide to the Common Depository/Common Service Providers, confirmation of deadlines and details of predictable events before the start of the option period, particularly for conditional/triggering events that occurred and/or at the issuer’s option exercises, as soon as possible after occurrence date, to provide all required information listed in the relevant checklist.

• to ensure completeness for income and corporate action events: see Annexes 6B and 6C and

• timely receipt of information by investors: see Corporate Actions section 3.2.2.


22

13. Relevant agent(s) e.g. Determination Agent, Conversion Agent, Calculation Agent, to provide announcements to the Common Depository/Common Service Providers during the lifecycle of an event (e.g. all updates or changes to the terms of an event such as suspension periods, changes to event deadlines, etc.) as soon as they are determined, providing all required information listed in the relevant checklists

• to ensure completeness: see Annexes 6B and 6C and• timely receipt of information by investors: see Corporate Actions section 3.3.

14. Relevant agent(s) e.g. Corporate Action Agent to provide to the Common Depository/ Common Service Providers event outcome notifications the same day, and at the latest 1 Business Day after the outcome determination date (e.g. result of a meeting/consent), providing all required information listed in the relevant checklist.

• to ensure completeness: see Annexes 6B and 6C and• timely receipt of information by investors: see Corporate Actions section 3.3.

15. Relevant agent(s), e.g. Corporate Action Agent, Conversion Agent, to provide to the Common Depository/Common Service Providers ICSD’s instruction reference in mark-up/mark-down instructions and provide confirmation when the exercise date is linked to an instruction for continuous processing events such as conversions, exercise of warrants, etc

• to ensure adequate follow-up of investors instructions, and• timely receipt of information by investors: see Corporate Actions section 3.3.

ISMAG taxonomyImplementation of ISMAG taxonomy and checklists by all upstream parties in the processing chain will ensure completeness and common understanding of information related to the servicing of international securities.

Generic recommendations

At Issuance of a security (or an event)

Improve communication between front, middle & back offices (including ICSDs) before issuance of specific structure securities and/or launch of unpredictable events; this maintains flexibility and innovation in the market, while avoiding asset servicing issues directly impacting end investors. Structures created by front office sales teams may be tailor-made for investors’ needs but are not necessarily manageable in a straightforward manner. These structures may, from a back office view, create unforeseen operational risks which impact end investors, e.g. some date fixing principles described in the T&C are not feasible in reality to enable timely income distribution or even use of funds on the due income payment date.

Ensure that draft information listed in securities or programme T&C is complete as per ISMAG Stand Alone Acceptance and Eligibility Checklist or Programme Acceptance Checklist (Annex 5).

1.3.

1.3.1.


23

Ensure that final information listed in securities T&C is complete as per ISMAG Asset Servicing Checklists (Annex 6A), according to each event to be described; and as per ISMAG Specific recommendations “Do’s/Don’ts” on Paperwork, Day Count Conventions, Interest Period Adjustment, Record Dates, Payment Business Days, Units/Nominal terminology, etc.

For issuance under programme,

• avoid current reconciliation issues between the Final Terms and the Programme T&C; • ensure that Final Terms list information required as per the Asset Servicing Checklists

(Annex 6A), according to events to be described.

During the life cycle of the security

For ‘predictable’ corporate action and income events, ensure that information to be notified by upstream parties is complete as per ISMAG Asset Servicing Checklists (Annex 6B), according to each event to be described.

For ‘unpredictable’ corporate action events, ensure that information listed in draft and final events T&C is complete as per ISMAG Asset Servicing Checklists (Annex 6C), according to each ‘unpredictable’ event to be described (i.e. before launch date).

For ‘unpredictable’ corporate action events, ensure that information to be notified by upstream parties is complete as per ISMAG Asset Servicing Checklists (Annex 6C), according to each ‘unpredictable’ event to be described.

Specific recommendations

To clarify issuance and event documentation, a series of specific recommendations are set out below. For each of the topics listed, the recommendation aims at avoiding confusion, and reducing interpretation issues, e.g. by making explicit some features that are currently often implicit.

Naming Convention (Annex 7)

Naming Convention for Final Documents describes how to structure your e-mail subject and attachment name(s), some general e-mail guidelines, and includes the relevant contact details at the ICSDs. This convention is to be used when sending final New Issues documentation to the ICSDs by e-mail for more efficient transmission.

Day Count Convention (Annex 8)

Ensure that the issuance documentation • refers to the Day Count Convention using the ISMAG recommended short definition,

if using a ‘Top 6’ DCC;• uses long definitions which are in line with the ISMAG recommended long definitions,

if using a ‘Top 6’ DCC.

Adjustment of Coupon Period

DO always specify whether coupon period is adjusted or not adjusted, both for Fixed and Variable rate securities in the final documentation (Asset Servicing Checklists Annex 6A, field name: adjustment of interest period: Y = adjusted, N = unadjusted).

1.3.2.


24

Fixed Coupon Amount

If the issuer intends to pay a fixed coupon amount, DO ensure that the issue documentation always specifies the coupon period as unadjusted. If the intention is to pay a fixed rate, but not a fixed coupon amount, then DO NOT include a fixed coupon amount, and always specify whether the coupon period is adjusted or not.

Paperless instructions

• DO NOT include requirements for (or examples of) paper form instructions in issue or event documentation, wherever possible (so avoid non-electronic communication means for all information required from investors);

• DO highlight at issuance whether paper is required by local jurisdiction as a non standard structure;

• DO use recommended standard wording in the T&C: ‘Securities may be only exercised/ exchanged/converted/… in accordance with the rules and operating procedures of Euroclear and Clearstream.’

Units / Nominal (Annex 9)

• DO NOT mix Unitary and Nominal terminology within the same security documentation

• DO ensure that the issuance documentation; - Clearly indicates whether Units or Nominal is being used, by providing the binary field ‘Trading Method’; - Provides the relevant fields as described in the example in annex 9.

Non-English documentation

ISMAG recommends that all international new issues documentation submitted to the ICSDs for the purpose of determining issuance eligibility and/or ISIN assignment; are clearly documented in English. Deviation from the above recommendation is subject to the discretion of the ICSDs new issues teams and may result in the issue being assessed as ineligible due to the inability of the ICSDs to adequately assess and understand the content of the documentation and inherent terms and conditions.

ICMSA Recommendation on Payment Business Days (Annex 10)

For instruments in global form: DO reflect an open business day of the named financial centre for the payment currency, e.g. Tokyo for a Yen payment;

• Additional named financial centres may need to be included in the definition of a Payment Business Day, e.g. where transactions related to the securities, such as currency swaps occur, or where payments due are linked to underlying securities or collateral;

• For Euro payments: the TARGET system needs to be open.


25

For instruments in definitive form:

• reflect an open business day of the named financial centre for payment currency and the place of presentation;

DO NOT state the financial centre being open for the fiscal agent/principal paying agent, trustee or the issuer.

ICMSA Recommendation on Record Dates (Annex 11)

• DO NOT, as issuer of bearer securities, - include definitions referring to a record date, or - create provisions within the governing documentation referring to a snapshot date different from Payment Date -1 Business Day;

• DO, for all instruments in global registered form with Closing Dates after 1st January 2010 word legal documentation with a record date as at the ‘close of the Business Day (in the ICSDs) prior to the Entitlement Date’.

ICMSA recommendation on Partial Redemption (Annex 12)• In new Stand–alone Issues Documentation for which the Issuances are intended to

be maintained in Permanent Global Form, the application of the “Pool Factor” should be utilised as the standard procedure for all cases where a Partial Redemption of the securities can occur.

• In updating Programme Documentation, Issuers are encouraged through their Programme Arrangers and Legal Advisers, to effect the appropriate amendments to the constituting documentation, in order to provide for the “Pool Factor” to be utilised for all future issuances, where appropriate. If not updated, consideration should be given to an express provision in relation to any appropriate new issue.”

Confidential Securities (Annex 13)

To assist the primary market with determining the proper use of the confidentiality flag, the ICSDs feel it is important to underline the associated consequences of identifying a secu-rity as confidential vis-à-vis the market. Such securities, when created within the ICSDs:

• are not displayed to the ICSD’s clients via their respective websites or to external third party entities that access these websites

• are suppressed from any ICSD data feeds to third party data vendors, thus ensuring the security is not available or visible to any external parties.

The ICSDs wish to avoid data discrepancies where:

• securities marked as confidential are listed on a Stock Exchange, this results in the security being made available to third parties, either directly by the Stock Exchange themselves or via third party data vendors that receive a data feed from the Stock Exchange.


26

• securities are identified as confidential to the Paying Agent and ICSDs, but details of the issuance have been provided to third party data vendors (e.g. Bloomberg, Reuters and Telekurs)

• one ICSD is requested to make an issue confidential, but the other ICSD is not, this impacts the consistency of the reference data between the two ICSDs and the availability of the security details to external parties.

The ICSD’s therefore recommend that:1. publicly listed securities are not created as confidential. 2. the request of confidentiality be made consistently to all intermediaries involved in the

issuance chain. 3. appropriate internal procedures are in place to advise the Issuing and Paying Agent

for the issue and/or the ICSDs when the confidential marker must be removed.

N E W I S S U E S - M A R K E T P R A C T I C E B O O K

27

2. New Issues

ScopeThe scope of this chapter is related to the timely dissemination of full and complete new issues draft and final documentation and the primary distribution of securities.

Information flowNew issues documentation description

Clear1 issuance documentation is critical for:

• the Issuer to ensure that its rights and obligations are clearly defined;• all intermediaries (Issuer’s Agents/CD/CSP/ICSDs) to enable timely settlement and

effective asset servicing (e.g. corporate actions and income events), throughout the lifetime of a security; and

• the investors to make appropriate investment decisions.

New issuance documentation encompasses both the contractual and operational documents. The contractual documentation governs the responsibilities of the Issuer and its Agents to service the securities (e.g. the T&C, the Agency agreement,…). In case of conflicts, the legal documents always prevail. The operational documentation, describing all asset servicing critical information are also needed for efficient processing (e.g. taxation information,…).

Typically, from an operational perspective, the documents of reference are:

for Stand-Alone securities:• the Prospectus or Offering Circular, Placement Memorandum or other relevant

documentation; • for private placement issues, the Private Placement Memorandum or the legal T&C;

for issuance under Programme, documentation is required at two levels:• Programme: the Base Prospectus or Offering Circular which provides the common set

of T&C for any issuance under such a Programme;• Issuance under Programme: the Pricing Supplement or Final Terms which contain the individual characteristics of each particular security defined previously.

Draft documentation

Prior to the Closing Date2, for Stand-Alone securities and for issuance under Programme, Dealers, Lead Managers and Agents are requesting ISIN and/or Common Code allocation from the ICSDs, based on preliminary and provisional (‘draft’) securities information.

For issuance under Programme, the ICSDs also provide the IPA with (a) Programme identification number(s) that is (are) allocated at the level of the Programme and that is (are) conditional upon receipt of the provisional (‘draft’) Programme documentation.

2.1.

2.2.2.2.1.

2.2.1.1.

1 Please refer to Chapter 1 section 1.3. on information quality & completeness and also refer to the EU Prospectus

Directive art. 5 (see Annex 3).

2 Closing Date (for Syndicated Issuance) or Issue Date (for non-Syndicated Issuance).

M A R K E T P R A C T I C E B O O K - N E W I S S U E S

28

2.2.1.2.

The ‘draft’ information serves two purposes:

• it enables the ICSDs to allocate:- the ISIN and/or Common Code for Stand-Alone securities; and - Programme Identification number(s) and subsequently ISIN and/or Common Codes for

issuance under Programme; • it enables the ICSDs to assess the eligibility in their respective settlement systems.

Features and Terms of a security could be subject to change until the documentation is final, in which case the relevant parties need to be informed.

Draft information flows are:

for Stand-Alone securities: • the LM providing the draft prospectus to the ICSDs as soon as it is available if unusual

features in the structure require an eligibility review, or in any case at the latest on ISIN and/or Common Code allocation request;

for issuance under Programme: • for the allocation of a Programme Identification number, the IPA must provide the ICSDs

with the draft Base Prospectus of the Programme (including the draft form of Pro Forma Final Terms); and

• for the allocation of the ISIN and/or Common Code of an issuance under Programme, the IPA should provide the ICSDs with draft Final Terms if the issuance under Programme has a non-standard structure and/or for complex tax regimes detailed.

For end-to-end flows please refer to section 2.2.2. New issues draft documentation flows.

Final documentation

Documents are considered ‘final’ if:• for legal documents: the version is conformed or certified;• for operational documents: the version sent by the party responsible for its creation,

as per the ICMA Guidance Note is noted as “Final”.

The ‘final’ operational information serves to enable timely settlement and effective asset servicing of the securities.

From an ICSD perspective, final information flows are:

for Stand-Alone securities: • the LM providing the legal documentation and the final prospectus to the ICSDs at the

latest on closing date +1 Business Day, as per the ICMA Guidance Note;

for issuance under Programme: • the IPA providing the ICSDs with the final Base Prospectus of the Programme on

closing date +1 Business Day of the first issuance under Programme, as per the ICMA Guidance Note; and

• the IPA providing the ICSDs with the Final Terms of the issuance under Programme on closing date +1 Business Day, as per the ICMA Guidance Note.


29

For end-to-end flow please refer to section 2.2.3. New issues final documentation flows.

For the sending of Final Documentation, please refer to the Naming Convention recommendation (see Annex 7).

Updated documentation after Closing Date

Updates to documentation after Closing Date should be provided in an easily analysable and comprehensible form, as per art.20 of the EU Prospectus Directive (see Annex 3).

It must be communicated by the Issuer or its appointed party (LM/Legal Counsel/PPA) to all intermediaries (Issuer’s Agents/CD/CSP/ICSDs) to allow for timely and effective asset servicing throughout the lifetime of a security, so that investors can make the appropriate investment decisions.

Updates to final T&C after Closing Date are usually processed via the following methods:

• Manifest errors3

• Consent of investor 4

• Noteholders’ meetings

Updates and changes linked to information outside the scope of the T&C should be communicated in advance by the Issuer to the intermediaries (Issuers’ Agents/CD/CSP/ICSDs) for an impact assessment in terms of asset servicing.

3 In this Market Practice Book the term ‘manifest errors’ shall include, besides errors obvious on the face of the

document, any other modifications made pursuant to the Trustee/Agent power under T&C (without holder consent).

4 In closely held issues it is possible to get all investors to consent without the need for a meeting.

2.2.1.3.


30

New issues draft documentation flows

The end-to-end operational flows for draft documentation provision are illustrated below, both for Stand-Alone securities and for issuance under Programme.For ICMA constituency: please also refer to the ICMA Guidance Note (see Annex 2).

Documentation flow for Stand-Alone securities codes allocation & eligibility

ICSDSD

CD/CSP

Issuer

Agent(s)

Lead Manager

Legal Counsel

a’

d e c

L l

a

a’

b

a

a

Issuer

Issuer

Legal Counsel

a

a

a’

Initiator Recipient Timing

LM/Legal

Counsel

Agent(s)

LM/Agent(s)

At the Issuer’s

discretion

At the Issuer’s

discretion

In the very early

stage of issuance

or before the fixing

of pricing details

(generally on the

Closing Date -5

Business Days) 5

and prior to the

listing request 6

if any

Actions

• Appoint LM, Legal Counsel to structure and sell

the security

• Agree key terms of the issue (including choice of

form, i.e. CGN or NSS, or NGN

• Drafting of the terms in an easily analysable and

comprehensible manner and wherever possible, using

standard terms and formats to allow easy identification

and understanding of all relevant securities features

(see Chapter 1 section 1.3.)

• Appoint Agent(s)

• Draft and review all relevant legal documentation:

the T&C including the minimum requirements

(cf. Stand-Alone Acceptance and Eligibility Checklist in

Annex 5) for ISIN and/or Common Code allocation7 &

eligibility review, forms (CGN/NGN/NSS), Agency

Agreement, Issuer-ICSDs Agreement (for NGNs, NSS), …






5 Exceptions to this timing may occur, ex: for short pricing issues.

6 Please refer to the respective Stock Exchange listing rules for the relevant timing requirements.

7 For debt type instruments, the ISIN request will be sent to the clearing system where the security is deposited

whereas for equity type instruments, the ISIN needs to be requested to the numbering agency of the country of

incorporation of the underlying security/issuer.

2.2.2.

2.2.2.1.


31

LM

LM

LM

PPA

ICSDs

ICSDs

LM

LM

b

b


ICSDs

ICSDs

ICSDs

ICSDs

LM

CD/CSP

Agent(s)

ICSDs

In the very early

stage of issuance

and prior to the

listing request if any

At the code

allocation request

or immediately after

the fixing of pricing

details (generally on

the Closing Date -5

Business Days)

On the Closing Date

-1 Business Day

On the Closing Date

-1 Business Day

On acceptance

Within 1 working

day (24 hours) of

receipt10

On acceptance

On acceptance

On occurrence and

before closing

Actions

• Inform the ICSDs of any non-standard structure of the

security for initial eligibility assessment

(cf. Non-standard/Unusual Structures in Annex 4)

• Provide the draft Prospectus/Offering Circular/

Placement Memorandum8 of the security including the

minimum requirements (cf. Stand-Alone Acceptance and

Eligibility Checklist in Annex 5) for ISIN and/or Common

Code allocation & eligibility review

• If incomplete (e.g. closing date, maturity date, nominal

amount and currency, issue price, denomination are

missing) also provide the complete term sheet

Additional requirements for NGNs:

• Provide an executed Issuer-ICSD Agreement (also for NSSs)

• Provide a copy of the usual legal opinion on validity

and enforceability of securities, if required9

• Provide an Effectuation Authorisation (also for NSSs)

• For NGNs & NSSs, provide the CSK election form

• Perform the 2 steps of the acceptance process, i.e.

ISIN and/or Common Code allocation & eligibility

review11

• Appoint the Common Depository as per Mandate

Allocation Rules (or CSP & CSK) and advise LM

• Advise Common Depository (or CSP & CSK)

• Relay ISIN, Common Code, Common Depository

(or CSP & CSK) information

• Highlight pre-closing security features updates, if any,

together with the last version of the draft document12

8 Some instruments, such as Warrants, Equity Linked Notes, unlisted/ undocumented notes, do not have a draft

Prospectus. Those instruments, although issued as Stand-Alone securities, are very similar to issuance under

Programme flows described hereafter. In case a draft Prospectus does not exist, codes allocation & eligibility are

performed on a complete draft term sheet.

9 The LM has the possibility to consult the list of jurisdictions already covered by a legal opinion on both Euroclear

and Clearstream websites.

10 Dependent on any eligibility issues that may arise that requires further clarification from the LM.

11 Upon specific request by the LM, the first step, i.e. code allocation, could be performed independently of the

eligibility review. However, the eligibility review would still need to take place to complete the acceptance of the

security. The ICSDs expect the LM to handle the primary distribution of such securities.

12 For efficiency purposes, the number of draft versions sent should be limited (unless a structure change is taking

place) and focus on the last version of the draft Prospectus to be received in time to ensure eligibility.

b

b

e

c

b

d


32

Documentation flow for new Programme set up and subsequent issuance under Programme codes allocation & eligibility

Documentation flow for Programmes at establishment

2.2.2.2.

2.2.2.2.1.

ICSDSD

Issuer IPA

Arranger

Legal Counsel

b

b

L l

a

c

a

a

Issuer

Arranger/

Legal Counsel

Arranger

a

b


Arranger/

Legal

Counsel/ IPA

IPA

IPA

At the Issuer’s

discretion

In the very early

stage of issuance

or at the latest

10 Business

Days before the

signing date of the

Programme and

prior to the listing

request13 if any

In the very early

stage of issuance

and prior to the


Actions

• Appoint Arranger, Legal Counsel, IPA, Dealer(s)

• Agree key terms of the Programme






• Draft and review all relevant legal documentation:

the terms of the Programme including minimum

requirements (cf. Programme facility acceptance

checklist) for Programme number(s) allocation &

eligibility review, the Agency Agreement, the Issuer-

ICSDs Agreement per Issuer under the Programme

(for NGNs/NSS), Dealer Agreement, …






• Inform the IPA of any non-standard structure of the

Programme (cf. Non-standard/Unusual Structures in

Annex 4)

d



33

IPA

IPA

ICSDs

IPA

IPA

c


ICSDs

ICSDs

IPA

ICSDs

ICSDs

As soon as advised

by the Arranger

At the Programme

acceptance

request, or at the

latest 10 Business

Days before the

signing date of the

Programme and


request if any

On Programme

acceptance

Within 3 working

days of receipt16

On Programme

acceptance

On occurrence

and before the

signing date of the

Programme

Actions

• Inform the ICSDs of any non-standard structure of the

Programme (cf. Non-standard/Unusual Structures in

Annex 4)

• Provide the draft Programme Base Prospectus14,

and the draft pro forma Final Terms15, including the

minimum requirements (cf. Programme Acceptance

Checklist in Annex 5) for Programme number(s)

allocation & eligibility review

• Review eligibility of the Programme and provide

Programme number(s)

• Appoint Common Depository as per Mandate

Allocation Rules (or CSP & CSK)

Additional requirements for NGNs:

• Provide an executed Issuer-ICSDs Agreement per issuer

for the Programme if allowing for NGN issuance (also for

NSSs)

• Provide a copy of the legal opinion on validity and

enforceability of securities issued under the Programme,

if required17

• Provide CSK election form (also for NSSs)

• Highlight pre-signing updates, if any, together with

the last version of the draft document18

c

c

c

c

14 In case a draft Base Prospectus is incomplete or does not exist, the Programme facility acceptance is performed

on alternative documents such as the Agency Agreement, Trust Deed,… with additional information related to

specific fields (e.g. taxation details, selling restrictions, final terms template, issuer details, etc.). However, the

eligibility review should be limited to a minimum number of documents.

15 Draft pro forma Final Terms are needed at this stage to ensure that all required information will be made available at

drawdown level, is presented in a structured way, and is consistent with the information provided at programme

level.

16 Dependent on any eligibility issues that may arise that requires further clarification from the IPA.

17 The IPA has the possibility to consult the list of jurisdictions already covered by a legal opinion on both Euroclear

and Clearstream websites.


place) and focus on the last version of the draft Base Prospectus to be received in time to ensure eligibility.


34

Documentation flow for issuance under Programme at acceptance 2.2.2.2.2.

ICSDSD

Issuer IPA

Dealer/LM*

Legal Counsel

c

b

L l

a

d

a

a

b

* LM for syndicated MTNs

Initiator Recipient Timing Actions

Issuer

Legal Counsel

Dealer/ LM

IPA

a

b

At the Issuer’s

discretion

In the very early

stage of issuance


of pricing details

(generally on the

Closing Date -5

Business Days), and


request if any

In the very early

stage of issuance


of pricing details

(generally on the

Closing Date -5

Business Days), and


request19 if any

As soon as advised

by the Dealer/LM

• Appoint LM (for Syndicated Issues)

• Agree key terms of the issue






• Draft and review all relevant legal documentation,

including the minimum requirements (cf. CP/CD/MTNs

acceptance checklist) for ISIN and/or Common Code

allocation



standard terms and formats to allow easy

identification and understanding of all relevant

securities features (see Chapter 1 section 1.3.)

• Highlight any special features of the security

(e.g. complex tax regimes, securities in units, paper form

requirements, etc.)


• Highlight any special features of the security

(e.g. complex tax regimes, securities in units, paper form

requirements, etc.)


c

Dealer/LM

Legal

Counsel/ IPA

Dealer/ LM/

IPA

IPA

ICSDsd



35

20 EPIM can be used for the allocation of ISINs for European Commercial Papers, European Certificates of Deposit, and

MTNs under programme. Use of EPIM is mandatory as of July 2011.

21 If no draft Final Terms is available, the complete draft term sheet should be sent. For efficiency purposes, the

number of draft versions sent should be limited (unless a change of structure is taking place) and focus on the last

version of the draft Final Terms (or term sheet).

22 Dependent on any eligibility issues that may arise that requires further clarification from the IPA and on the

communication mean used e.g. STP via EPIM, Codes allocated immediately.

23 See footnote 7 in this chapter.

24 Further to the Money Market Instruments committee, this step needs to be continued as long as all issues are not

created/updated through EPIM. This is the only way to ensure accurate issuance details are provided prior to the

issue date.


place) and focus on the last version of the draft Final Terms to be received in time to ensure eligibility.

c

d


Dealer/ LM

IPA

ICSDs

IPA

IPA

IPA

At the code

allocation request,



details (generally

on the Closing Date

-5 Business Days)

and prior to the


At the code

allocation request,



details (generally

on the Closing Date

-5 Business Days)

and prior to the


On acceptance

Within 1 working

day (24 hours) of

receipt22

On acceptance

On the Closing

Date -1 Business

Day

On occurrence and

before closing

• Instruct the IPA to obtain ISIN and/or Common Code

for the security

• Request ISIN and/or Common Code based on the

corresponding Programme number and the minimum

requirements to set up a code, specifying the CGN/NGN

form, or NSS (by phone, e-mail or via EPIM20)

• For non-standard structures and securities in units:

provide draft Final Terms21

• Provide ISIN and/or Common Code23

• For NGNs & NSSs, appoint CSK and advise IPA

• Relay ISIN, Common Code, Common Depository

(or CSP & CSK) information

• Provide details of all issues closing the next day via

a basic confirmation24 for ICSDs to validate data

• Highlight pre-closing security features updates, if any,

together with the last version of the draft document25

IPA

ICSDs

IPA

Dealer/LM/

any other

interested

parties

ICSDs

ICSDs

c

d

d

d


36

New issues final documentation flows

The end-to-end operational flows for final documentation provision are illustrated below, both for Stand-Alone securities and for issuance under Programme.For ICMA constituency: please also refer to the ICMA Guidance Note (see Annex 2).

Documentation flow for Stand-Alone securities at issuance

ICSDSD

CD/CSP

Fiscal AgentPPA

Lead Manager

Legal Counsel

a

b

c

L l

a

c

Legal Counsel

Fiscal Agent/PPA

LM

a

b

c


LM/Fiscal

Agent/PPA

CD/CSP

CD/CSP

/PPA

/ICSDs

At the latest on the

Closing Date

On the Closing

Date

On the Closing

Date and at the

latest on the Closing

Date +1 Business

Day

Actions

• Provide the Global Certificate and the final T&C to

Fiscal Agent/PPA/LM

• Provide the authenticated Global Certificate and the

final T&C

• Provide the legal documents and the final Prospectus

of the security (for the sending of Final Documentation,

please refer to the Naming Convention recommendation in

Annex 7)

2.2.3.

2.2.3.1.


37

Documentation flow for Stand-Alone securities when updates/changes occur after Closing Date

Manifest errors

Consent of investor or noteholders’ meeting

2.2.3.2.

Issuer/ LM/

Legal Counsel

Trustee/ Fiscal Agent

/PPA


Trustee/

Fiscal Agent

/PPA

CD/CSP/

ICSDs

The day the

information is

known

The day the

information is

updated

Actions

• Communicate the relevant details of the change using the

applicable template (see Annex 6C)

• Provide the updated documentation highlighting the

amendment, using the applicable template (see

Annex 6C). If dated, the document should have a

different date than the original documentation

Issuer/ LM/

Legal Counsel

Trustee/

PPA


Trustee/

PPA

CD/CSP/

ICSDs

The day the

information is

known

The day the

information is

updated

Actions



• For consent of investor or noteholders’ meeting

required through ICSDs: provide the complete

documentation highlighting the amendment for which

the consent has to be requested for the ICSDs to

contact the relevant holders (see Annex 6C for applicable

template)


38

Documentation flow for Programmes when updates/changes occur after establishment

IPA/

Legal Counsel


CD/CSP/

ICSDs

The day the

information is

known

At the latest

10 Business Days

before the listing

request of the

update

Actions

• Provide the updated Base Prospectus highlighting

the changes

• Or the supplement to the Base Prospectus

• For listed programmes, provide the yearly updates

(draft and final versions)26

Documentation flow for issuance under Programme

Documentation flow for Programmes at establishment

IPA

Arranger

Legal Counsel

a

a

b

b

L l

ICSDSD

CD/CSP

Arranger/Legal

Counsel

IPA

a

b


IPA

ICSDs/ CD/

CSP

When the Base

Prospectus is

finalised and at the

latest on Closing

Date +1 Business

Day of the first

Drawdown


Closing Date +1

Business Day of

the first Drawdown

(ideally at the

signing date of the

Programme)

Actions

• Provide the final Base Prospectus

• Provide the final Base Prospectus to both ICSDs

and CD/CSP (for the sending of Final Documentation,

please refer to the Naming Convention recommendation in

Annex 7)

2.2.3.3.

2.2.3.3.1.

2.2.3.3.2.

26 Yearly updates are required in draft form by the ICSDs to ensure a complete eligibility review can take place and any changes to the documentation required can be made prior to listing.


39

Issuer

Lead Manager in case of syndicated MTNs

IPA

Dealer

Legal Counsel

a

a

a

b

c(1)

(1)

ICSDSD

CD/CSP

Issuer/

Dealer/LM/

Legal Counsel


IPA At the latest on the

Closing Date –2

Business Days, or

when the period

between launch

and closing is

shorter, as soon

as reasonably

practicable

Actions

• Send a copy of the Final Terms to the Agenta

Documentation flow for issuance under Programme at issuance2.2.3.3.3.

IPA

IPA

CD/CSP

ICSDs


Closing Date

On or before the

Closing Date and

at latest on the

Closing Date +1

Business Day

• Prepare the Global Certificate, attaching the

Final Terms

• Provide the Global Certificate and the Final Terms

• Provide final version of the Final Terms (for the sending of

Final Documentation, please refer to the Naming

Convention recommendation in Annex 7)

• For NGNs & NSSs, Final Terms to be received on Closing

Date –1 Business Day

b

c


40

Issuer/LM/

Legal Counsel

Trustee/PPA


Trustee/PPA

CD/CSP/

ICSDs

The day the

information is

known

The day the

information is

updated

Actions



• Provide the updated documentation highlighting the

amendment, using the applicable template (see Annex 6C).

If dated, the document should have a different date than

the original Final Terms

2.2.3.3.4.

2.3.2.3.1.

Documentation flow for issuance under Programme when updates/changes occur after Closing Date

ProcessingNew issues same day syndicated distribution

Wherever possible27, new syndicated international debt securities should be issued and distributed in the ICSDs’ daytime processing cycle, value closing date. To benefit from this real time distribution process, the credit of the newly issued securities onto the Lead Manager’s account in the ICSDs’ systems should be effected by 12:30 CET28 on the day of the closing.

Ensuring the securities are credited by this time allows primary distribution and grey market instructions to settle within and across the ICSDs. This requires that the official closing occurs earlier in the day to ensure deposit of the global note and provisioning of the required associated documentation with the appointed CD/CSP or CSK (as relevant).

Issuer/LM/

Legal Counsel

Trustee/

PPA


Trustee/

PPA

CD/CSP/

ICSDs

The day the

information is

known

The day the

information is

updated

Actions



• For consent of investor or noteholders’ meeting required

through ICSDs: provide the complete documentation

highlighting the amendment for which the consent has to

be requested for the ICSDs to contact the relevant holders

(see Annex 6C for applicable template)

Consent of investor or noteholders’ meeting

Manifest errors

27 For certain currencies or certain exceptions, deadlines or constraints may be such that settlement in the daytime processing cycle of the Closing Date is not feasible.

28 Or earlier depending on ICSDs’ currency deadlines.


41

CD/CSP/CSK

g

g

g

g

d

d

d

Issuers CCB

Issuer* Lead Manager

CDs CCB

Electronic Instructions

Cash FlowProceeds Flow

Euroclear Bank CCB

Lead Manager SyndicateNew Issues account

Clearstream Banking CCB

Commitment To Pay

ICSD(s)

DVP settlement

DVP

Allottees

Investors

a

a

aa

e

b

b

b

c

h

h

f

c

* Issuer: in flow ‘f’: Authentication Agent for the Issuer


LM

ICSDs

LM

ICSDs

Allottees

CD/CSP

Allottees

LM + CD/CSP

ICSDs

CD/CSP

Closing Date

-2 Business Days

Closing Date

-2 Business Days

Closing Date

-2 Business Days

Before Closing Date

-1 Business Day

Before Closing Date

-1 Business Day

Closing Date

-1 Business Day

Closing Date

-1 Business Day

Provide Final Allotment list including Fixing details. The LM

should inform BOTH ICSDs, regardless of where distribution

will take place.

• Provide Delivery Details within ICSDs

• Allottees(s) enter instructions according to allotment list /

delivery details

Provide details on closing / deposit

• Cross check allotment lists with allottees instructions

• ICSDs Enter instructions to match those of the Allottee(s)

on behalf of LM

If split required, confirm fixing details (total amount to be

distributed)

Send wire transfer instructions to debit LM account, and

transfer funds to CD/CSP

Send instruction to pay Issuer account upon receipt of

securities (on closing)

a

b

c

Same day syndicated distribution flow2.3.2.

M A R K E T P R A C T I C E B O O K - C O R P O R A T E A C T I O N S


42

Initiator Recipient Timing C E T Actions

ICSDs

Issuer

Authentication

Agent

Issuer / Issuer’s

Agent

CD/CSP/CSK

ICSDs

CD/CSP

LM

CD/CSK

Issuer

ICSDs

LM

LM/Allottees

Allottees/

Investors

Closing Date

10:30

Closing Date

10:30-12:00

Closing Date

10:30-12:0029

Closing Date

10:30-12:00

Closing Date

10:30-12:0029

Closing Date

10:30-12:30

Closing Date

Closing Date or

Closing Date

+1 Business Day

(Overnight)

• Perform credit control on LM and allottees accounts

• Debit LM account and initiate payment to CD/CSP,

as per LM instructions, via the respective cash

correspondent banks

• Send the irrevocable Commitment To Pay (CTP)

to the CD/CSP

• Agree all conditions precedent to closing are met

• Confirm that closing and distribution can take place

• Authenticate Global Note, and deliver it to CD/CSK

• At the closing, CD receives securities

CD/CSP Initiates payment to Issuer (vs. the CTP from ICSDs),

as per LM instructions, via the respective cash correspondent

banks

• CD/CSP confirms greenlight

• CD/CSK deposits Global Note in Vault

• CD/CSP credit ICSDs with respective positions

Credit LM syndication account in accordance with fixing

DVP settlement between LM NI syndicated account and

allottees accounts

ICSDs internal & Bridge secondary market activity

(with Back-value if done on closing date +1 Business Day

overnight)

e

f

g

h

d

29 Or earlier depending on ICSDs’ currency deadlines

C O R P O R A T E A C T I O N S - M A R K E T P R A C T I C E B O O K

43


ScopeThe scope of this chapter is related to the timely provision and processing of full and complete corporate action event information.1

Issuers and their advisers prepare the corporate action information for the noteholders, either at the time of the issuance as in the T&C or after the issuance during the life of the security. As such, corporate actions can be classified in two types of events on which this Market Practice Book focuses:

• Predictable events: those events for which the securities documentation (such as the T&C) sets out the mechanics and deadlines for dealing with the event. Some predictable events are ‘open ended’, they exist at any time during the life of the security, others are ‘closed ended’, they only take place at specific period(s) during the life of the security. Predictable events may, or may not, be linked to a triggering event2.

• Unpredictable events: those events for which the securities documentation does not set out the mechanics and deadlines for dealing with the event, e.g. meetings of holders and modifications by the Agent or Trustee pursuant to the securities documentation. This information needs to be described in ancillary documentation when the events occur and must be made available to the market in order to ‘launch’ the event.

In order to allow further adequate processing of corporate actions operations, these two event classifications can be further refined3 by the Agents/CD/CSP/ICSDs depending on whether or not the securities holder needs to take action and respond on the event notification:

Voluntary events: the holders of a security need to act if the event is to affect their holdings. The Issuer will usually inform all holders of the event that is about to take place. Sometimes this notice is provided in the original offering documentation for the security. If no action is taken by the holder, his holding will normally remain unaffected by the event.

Mandatory events: corporate action events that will occur without any action from the individual holders of the security. They may involve, for example, an issue of securities, a reorganisation (e.g. mandatory exchange) or changes to previously defined event terms (e.g. conversion price or period) contained within the issue’s final documentation.

Mandatory events with options: corporate action events that will occur without any action from the holders of the security, but in relation to which the holders have some choice as to the type of proceeds they may receive (e.g. to elect to reinvest a coupon payment and receive additional securities instead of the cash).

In addition to these classifications and in an effort of harmonisation undertaken on local European markets/Central Securities Depositories, the International Organization for Standardisation (ISO) regrouped all corporate action events under three broad categories. These are based on what happens to the underlying securities of the holder:

3. Corporate Actions

1 For income events such as variable coupons distributions and final predictable redemptions in cash, please see Chapter 4, Income.

2 A barrier or occurrence that, once breached or met, causes the occurrence of another event described in the T&C of the security.

3 ISO classification.

3.1.


44

• Distribution: an event when the issuer delivers security proceeds to the holders of the security. The event does not affect the holdings;

• Reorganisation: an event when the issuer replaces all, or some, of an underlying security with one or more different resource(s); and

• General: an event where there is typically no movement of proceeds. The event could be for information purposes only, or may require some action on the part of the holders of a security

The combination of these two classifications can be presented in the following matrix:

For an overview of the various Events, and how each of the above types, categories and classifications apply, see Annex 17 ‘Glossary of Events’.

Information provision flowCorporate action information For ICMA constituency: please also refer to the ICMA Guidance Note (see Annex 2).

Information description

According to the event type, detailed information needs to be provided to end investors:

• to announce the start of an event, especially in case when instructions are required, • to notify a change or update to an events original conditions, or, • to notify the outcome of an event.

The information content will vary according to the event type: it is either provided at issuance in the issue T&C for predictable events (see Annex 6A), and/or during the life cycle of the issue as described in Annex 6B for predictable events and Annex 6C for unpredictable events.

The Issuer, together with its LM/Dealers/Legal Counsel, will ensure that all corporate action events are defined in an easily analysable and comprehensible form in the T&C and/or relevant ancillary documentation. This documentation will include a detailed description of the applicable regime, procedures and any restrictions relating to the corporate action events, together with details relating to any relevant forms4 requiring completion to effect the event (e.g. form of conversion notice).

Preliminary information

Preliminary information should be provided to the ICSDs as soon as possible after a decision is made by the Issuer to carry out an Unpredictable event5 and complete details for a full announcement are not available at that point in time.

Information requested to remain confidential will be treated as such, until it is authorised to be placed in the public domain, i.e. when a corporate action event is officially launched to the market (as opposed to pre event launch discussions the ICSDs may be involved in6 with the Issuer/Agents).

3.2.3.2.1.

3.2.1.1.

3.2.1.2.

4 Please note that forms are sometimes not included in the documentation but stated to be “In any form acceptable to Euroclear/Clearstream”. Paper forms are discouraged in the international market since electronic instruction methods and content prevail.

Voluntary Event Mandatory Event Mandatory with OptionsDistribution n/a Y Y

Reorganisation Y Y Y

General Y Y Y


45

To be processed effectively by the market7, any preliminary information requires at least the following elements:

1. ISIN of the exercise security2. Name of the exercise security3. Type of corporate action event (ISO: CAEV8)4. Mandatory versus Voluntary (ISO: CAMV9)5. Purpose for any Meeting/Consent10

Complete information

Announcements communicating a corporate action event to the market must be complete.A complete announcement is one where all event data required is finalised.

The specific elements of the announcement needed to ensure effective and timely processing by the market will depend on the exact nature of the event. ISMAG defined the elements to be communicated by the Issuer/Issuer’s Agent to the CD/CSP for the notification and processing of the most frequent events in the International Market. Recommendations for all remaining event notifications from the work undertaken by the Corporate Actions Joint Working Group can be found in Annex 15, “Market Standards for Corporate Actions Processing”. These are considered the minimum requirements for the International Market.

The required elements for an efficient asset servicing of the security are included in annex, and distinguish between:

• Predictable events: (Put Option, Call Option, Conversion Option, Redemption in Cash or Shares, Final Redemption, General Meeting, Exercise of Warrants, Interest, Partial Redemption) - Annex 6A: per event, the required details in the security T&C, to allow the PPA/

CD/CSP to diarise the events. - Annex 6B: per event, the deadlines and details to be confirmed during the life of

the event, e.g. for updates, amendments, valuations, etc. For predictable events occurring upon a triggering event or at the option of the issuer (refer to flow 3.2.2.2), these should be notified once the triggering/external event occurs and/or the option is ‘exercised’ by the Issuer. As these events could occur at any time, they are ‘flagged’ by the PPA/CD/CSP as potential occurrences rather than being diarised.

- Annex 6C: The Event Lifecycle Notification, Event Outcome, Event Change Value Notification templates are also applicable to predictable events. Refer to section 3.3.3. and 3.3.4.

3.2.1.3.

5 This section 3.2.1.2. relates only to ‘Unpredictable events’, as ‘Predictable events’ are detailed in the T&C and other security documentation.

6 Refer to section 3.2.2.3.1.

7 i.e. the Issuer’s Agents, the ICSDs and its Agents.

8 “CAEV” is ISO coding for “Corporate Action Event Type”.

9 “CAMV” is ISO coding to identify “Mandatory” or “Voluntary” events.

10 In this context, is only required to be completed in case the event in question is a Meeting or Consent; for other events this information is not required.


46

• Unpredictable events: (Consent Solicitation, General Meeting, Extraordinary Meeting, Repurchase/Tender Offer, Exchange Offer, Credit Event, Security Change Value Notification, Event Change Value Notification, Event Lifecycle Notification, Event Outcome)

- Annex 6C: per event, details requirements to be described in the event documentation, within the scope of the security T&C.

The event documentation can be considered the first announcement, and can be provided as preliminary information, or as complete information. Any events defined within specific event documentation remains governed by such document and not by any covering notification, usually only a précis. All affected parties will make documentation available to investors, except if restricted from doing so (see Special note).

Special note: documentation for Restricted (Targeted) EventsIssuers may launch events with a specific, restricted target investor base, e.g. due to holding size, residents’ legal jurisdictions, etc., for which the event documentation may not be made publicly available, and therefore not obtainable from the ICSDs in their normal course of business. In such cases, the ICSDs will advise their customers in the event notifications how to obtain the event documentation. It is therefore recommended to confirm whether Event Documentation may be published online by the ICSDs, by using the Public/Restricted indicator in the applicable templates.

All parties will ensure an efficient and timely flow of information from the Issuer through to the account holders as per the agreed and defined flows, following.

Example Predictable event

For a Convertible bond, the T&C of the security will indicate that it is convertible during a specific period, e.g. from 01/01/2011 to 01/01/2013.Before the period of action starts, a notification will contain a summary of the event, and confirm the relevant applicable deadlines. A second notification, using an Event Lifecycle Notification template (see Annex 6C), may announce a suspension period, during which the bond is not convertible (e.g. from 01/03/2012 to 20/03/2012, because underlying shares may be blocked). Such notification will then indicate the last deadline to instruct a conversion before the suspension period starts, e.g. 25/02/2012.

Example Unpredictable event

For an exchange offer on a bond, the offering documentation should indicate the start and end date of the offer, as well as the proceeds ratio and deadlines to be respected.Subsequent post-launch notifications may advise of an extended offer period or announce the result of the offer.


47

3.2.2.

3.2.2.1.

Information provision and timing per event types For ICMA constituency: please also refer to the ICMA Guidance Note (see Annex 2). This chapter describes the flows for event announcements. They also apply to Event Change Value Notification, Event Lifecycle Notification and Event Outcome templates, described in sections 3.3.3. and 3.3.4.

Information flow for Predictable events other than those occurring upon a triggering event or at the option of the Issuer

ICSD

Communication rarely occurring

PPA

a’

b

T&C

ICSDs’ accountholders

Step 2: Deadlines and details confirmed before the commencement of each exercise period

Step 1: Diarised by PPA/CD/CSP based upon T&C

ICSDCD/CSP a

Issuer

(per T&C)

CD/CSP/PPA

PPA

(relevant only if

PPA is different

from CD/CSP)

CD/CSP

PPA

ICSDs

Initiator/Party Recipient Timing

Agents

n/a

CD/CSP

ICSDs

ICSDs

ICSDs’

account

holders

At issuance of

securities

At issuance, and

before the start of

any exercise period

On the Business

Day prior to the

start of each

exercise period

(or in the case

of a Predictable

event occurring at

any time, prior to

issuance)

Same Business

Day notification

Same Business

Day notification

Same Business

Day notification (if

received by ICSDs

before 17:00 CET)

Actions

Describe the corporate action event in T&C

(see Annex 6A)

Step1

• Diarise info based on T&C

• Monitor timing of corporate action

events

Step 2

• Confirm deadlines and details of event

to the CD/CSP (see Annex 6B)

• Forward any additional requisite

information to the CD/CSP

Step 2: Notification as defined in the MOP

If relevant, provision of any additional

information/ancillary documents for

corporate action events pursuant to

the T&C

Forward information to ICSDs’

account holders

Nature of information

Defined in T&C

Based on

securities

documentation/

T&C

Complete

information

(refer to section

3.2.1.3.)

a

b

a’


48

3.2.2.2. Information flow for Predictable events occurring upon a triggering event or at the option of the Issuer

This section deals with Predictable events that are triggered by an underlying event (such as market price movement, a predetermined condition that needs to be met,…) and/or Predictable events that may occur within the lifetime of a security at the option of the Issuer.

ICSD

Communication rarely occurring

PPA

ac

ICSDs’ accountholders

Step 2: Deadlines and details confirmed once triggering/external eventhappens and/or option is ‘exercised’ by the Issuer

Step 1: Corporate action events identified by PPA/CD/CSP based upon T&C (could occur at any time, ‘flagged’ but not ‘diarised’)

DeterminationAgent

Issuer b’

b

Triggering Event/election by Issuer

ICSDCD/CSP

Issuer (per T&C)

CD/CSP/PPA

Determination Agent (if applicable) or Issuer

PPA(relevant only if PPA different from CD/CSP)

Initiator/Party Recipient Timing Actions

Describe the corporate action event in T&C(see Annex 6A)

Step1• Flag info based on T&C• Monitor timing of corporate action events

• Monitor relevant external factors (such as basket of securities, index, underlying assets, etc) used to determine a condition, triggering event or option open to Issuer• Provide information to the PPA relating to variable features of corporate action events, including changes and updates to the documentation, within the same day (see Annex 6B)• Confirm deadlines and details to the PPA once triggering event happens and/or Issuer exercises option (see Annex 6B)

Step 2• Confirm deadlines and details to CD/CSP • Provide information to CD/CSP, including all changes and updates to the documentation (see Annex 6B)


Defined in T&C

Based on securities new issues documentation/T&C

Completeinformation (refer to section 3.2.1.3.)

a

At issuance of securities

At issuance, and before the start of any exercise period

Same Business Day notification (once condition is met, triggering event occurs and/or Issuer exercises option)

Same Business Day notification (once condition is met, triggering event occurs and/or Issuer exercises option)

Agents

n/a

PPA

CD/CSP


49

CD/CSP

PPA

ICSDs

Initiator/Party Recipient Timing Actions

Step 2: Notification as defined in the MOP

If relevant, provision of any additional

information/ancillary documents for corporate

action events pursuant the T&C

Forward information to ICSDs’ account holders


Complete information (refer to section 3.2.1.3.)

b Same Business Day notification (as defined in MOP)

Same Business Day notification (once triggering event occurs and/or Issuer exercises option)

Same Business Day notification (if received by ICSDs before 17:00 CET)

ICSDs

ICSDs

ICSDs’ account holders

b’

c


50

Issuer

Legal Counsel/

Issuer/ Dealer

Manager/

Arranger/

Trustee (if

applicable)

Dealer

Manager/

Arranger/

Issuer

Issuer/Legal

Counsel/

Dealer

Manager/

Arranger

CA Agent and

Information

Agent

(if relevant)


At discretion of

Issuer

At discretion of

Issuer, but before

the announcement

date/start of

exercise period

At discretion of

Issuer

During the set-up

of the corporate

action event: before

the announcement

date/start of

exercise period

During the set-up

of the corporate

action event: before

the announcement

date/start of

exercise period

Actions

• Preliminary decision as to corporate

action event

• Appoint Legal Counsel

• Appoint Dealer Manager, CA Agent,

and Information Agent, if needed

• Inform Trustee of corporate action

event (if applicable)

• Agree the structure of the corporate

action event

• Create and agree ancillary

documentation which describes the

corporate action event

Perform any actions required for launch of

the corporate action event, if applicable

Set up the operational aspects of the

corporate action event with the CA Agent

and the Information Agent (if relevant)

before the launch (might also include

ICSDs) (see Annex 6C)

Set up the operational aspects of the

corporate action event with the ICSDs

before the launch (see Annex 6C)


Within scope of

T&C

Within scope of,

and complying

with any

requirements

under, T&C

Defined in the

documentation

relating to the

corporate action

event

Preliminary

information (refer

to point 3.2.1.2.)

Complete

information

(refer to section

3.2.1.3.)

a

b

Pre event launch – Confidential information

Agents/

Legal

Counsel/

Trustee (if

applicable)

n/a

n/a

CA Agent

and

Information

Agent

(if relevant)

ICSDs

3.2.2.3. 3.2.2.3.1.

Legal Counsel

a

Dealer Manager/Arranger

Issuer b

a b

ICSDICSDSD

CA Agent

InformationAgent *

(1)

(1)

Information Agent is not a mandatory appointment to process an event.

Confidential information. ICSDs do not disseminate any information to account holders.(1)

*

Information flow for Unpredictable events Pre event launch


51

Event launch or post launch

Legal Counsel

Dealer Manager/Arranger

Issuer

ICSDICSDSDCA Agent

InformationAgent *

a (2)

Information Agent is not a mandatory appointment to process a corporate action event

Public information

*

PPA

CD/CSP

ICSDs’accountholders

Underlyinginvestorsb

(2)

d e

b(2)

a (2) c (2)

(2)

Event launch or post launch – Public information

Issuer/Legal

Counsel/

Dealer

Manager/

Arranger

CA Agent and

Information

Agent (if

relevant)

CA Agent

CD/CSP

ICSDs


CA Agent and

Information

Agent (if

relevant)

ICSDs

PPA,

CD/CSP

ICSDs

ICSDs’ account

holders

At the

announcement

date/start of the

exercise period

Information

provision and

deadline: same

Business Day

Information

provision and

deadline: same

Business Day

Same-day

notification as per

timeframe and

service level defined

in MOP

Same day (if

received by ICSDs

before 17:00 CET

from CA Agent/

CD/CSP and if

previous information

flows have occurred)

Actions

Provide information together with

authorisation to release such information

(see Annex 6C)

Provide information relating to variable

features of corporate action events,

including amendments and updates12,

together with authorisation to release such

information (see Annex 6C)

Provide information relating to variable

features of corporate action events,

including changes and updates as soon as

available (see Annex 6C)

Notification as defined in the MOP

Forward information to ICSDs’ account

holders


Preliminary

information

(refer to section

3.2.1.2.)

Complete

information

(refer to section

3.2.1.3.)

e

a

b

c

d

12 For modifications related to the T&C under general powers given to the Trustee/Agent, please refer to Chapter 2:

New issues - Information flows, section 2.2.3.

It is acknowledged that post launch communication may take place between a Dealer Manager, CA Agent and/or Information Agent (if relevant) with underlying investors.

3.2.2.3.2.


52

3.3.3.3.1.

3.3.2.

ProcessingProcessing overview

With the variety of corporate action events the processing life cycle can be described by seven generic steps, explained below:

Depending on the event type, some steps may not apply and the ICSD/market processing will differ. Described below are the various steps, detailing their influence on the content of the Asset Servicing Checklists/Templates.

Instructions from holders (if applicable) (Steps 1, 2, 3)

For voluntary and mandatory with options events, investors can elect to participate in the event by sending instructions to the ICSDs, via their custodian bank, if applicable. These instructions, according to the event characteristics, are either processed individually or on a continuous basis (as and when received), or they are grouped at the event level by the agent and processed together on the expiry of the offer/option period.

Continuous Instructions ProcessingEvents for which there are no specific timeframes or periods within which instructions must be provided may also be referred to as “at any time” events. Instructions are processed upon receipt by the different parties in the processing chain, with the event settlement proceeds credited as and when received for each processed instruction.

Instruction(if applicable)

ICSDs/ Market processing

Proceeds(if applicable)

If holders can elect: (Voluntary orMandatory with options events)

Step 1) From investors to ICSDs and /or local market

Step 2) See ICSD processing

Step 3) ICSDs to Event Agent (and copy to CD/CSP)

Processing will depend on the event category

• Reorganisation• Distribution• Meetings / General

Step2) ICSDs Processing:• Holders position could either:- Be “Snap shot” (if Record Date) - Be Blocked if no Record date- Be Debited with exercise securities- Be Debited with exercise cash This step can be performed either before or after step 6!

• Send instructions to local markets to receive the proceeds if applicable

Step 4) Market processingAccording to event type/conditions/….

This will depend of the event

Step 5) information on the proceed (if any)outcome of the event from the market to ICSDs, then from ICSDs to Holders

Step 6) Credit in holders account with (if applicable): • Securities only• Cash only • Cash and securities

Step 7) ICSDs & market processing (if applicable)i.e. unblock, debit …


53

3.3.2.1.

Illustration of continious processing, i.e. Conversion Event

Event Level ProcessingWith events for which there are specific timeframes defined to instruct, e.g. Exchange Offer (EXOF), all instructions received during the Period of Action are collected by the agent and processed. Settlement of event proceeds are credited to all exercising holders on the defined payment /settlement date. For those events, clear processing dates need to be defined in the information provided (see also Asset Servicing Checklists, Annex 6).The main processing elements of these instructions and information required from investors are defined below.

Instruction Deadlines Deadlines to submit instructions to the Corporate Action Agent vary depending on the event type, and need to be described in either the securities T&Cs13 for predictable events, or in the event T&Cs for unpredictable events. Deadlines must also be confirmed in notifications from upstream parties to the Common Depository/Common Service Provider for onward confirmation downstream to the ICSDs.

The various Asset Servicing Checklists provide more details on when different occurrences of deadlines may occur, and how they should be notified. Information can be summarised as follows, for: Instructions at any time• the Period of Action: start and end date• Agent Deadline (Intraday): daily cut-off time for same day• Exercise Date Definition Rule: defines when the agent executes the instruction (in case

different from Agent Deadline (Intraday)) • Agent Deadline (Final): with an end date & cut off time

Instructions during a specific Period of Action• when an event/election/instruction “start date - end date” is present• Agent Deadline (Final): with an end date & cut off time• a Market Deadline: for some unpredictable events such as offers

Instructions on a specified date• the Exercise Date• Agent Deadline (Final): with an end date & cut off time

Instructions with a given frequency• the Exercise Period Frequency,• within specific Periods of Action (see above)

13 Securities T&Cs here, ‘common term’ used to denote “Terms & Conditions” for a stand-alone security, and/or the

“Final Terms” or “Pricing Supplement” for a security issued as a draw down under a Programme facility.

Ownership shares rule

Ownership shares

start conv period (from)

client instructionintra-day deadline

conversion date

exercise date definition rule

share creditcash payment

expected settlementdate rule

conversion end date

maturity


54

For certain unpredictable events, Early Deadlines may also be defined to encourage early investor participation, which could be defined in conjunction with items such as an Incentive Fee and Incentive Fee Deadline, Early Incentive Fee Rate, etc.

The recommendation is that, regardless of parties needing a reasonable buffer to allow for correct turnaround and processing:

• the Agent Deadline for investors is defined as equal to the Market Deadline• the Agent Deadline vs. the issuer is negotiated and included in the Agency Agreement

(the so called ‘Market Deadline’)

For Agent Deadline (Intraday) The common practice is to specify “15:00 local time in the location of the agent”, also noting the applicable time-zone. This is an important detail for all events for which client instructions can be sent on a continuous basis. It brings transparency on agent same day processing and thus the exercise date (derived from Exercise Date Definition Rule).

For Agent Deadline (Final) These are equal to the Market Deadline. In case several agents are listed, possibly located in different time zones, it is a requirement to specify to which agent (location & time-zone) the instructions should be sent to.

Instruction Withdrawal or Cancellation

In order to clarify whether investors have the possibility to withdraw/cancel their instructions, the following details are required for Put redemptions, Conversions, Exercise of Warrants, Consents, Meetings, Repurchase Offers /Tenders and Exchange Offers events to aid efficient processing:

Information Value Applicability Definitions

Instruction Withdrawal Flag

Y, N N/A Indicates whether withdrawal of

instruction is allowed

Instruction Withdrawal Rule

[RULE] If withdrawal flag = Y. For put options: if frequency is ‘at any time’. For Warrants: if ‘American/Asian Style’

Rule that defines when instructions

are irrevocable, e.g. once the notice/

instruction has been received by the

agent, this becomes irrevocable.

Instruction Withdrawal Deadline

[DATE], [TIME], [TIMEZONE]

If withdrawal flag = Y + if different than Agent deadline. For put options: if frequency is different from 'at any time'. For Warrants: if 'European/Bermudan Style'

Date/time by when instruction

withdrawals are permitted

Final Instruction Withdrawal Deadline


If different from Market/Agent Deadline Final date/time by when instruction

withdrawals are permitted

Early Deadline for Instruction Withdrawal


If Early Deadline and Instruction Withdrawal applicable

First deadline in multiple period

offer: day/time at which the agent

will accept withdrawal of first period

instructions about a given CA event

3.3.2.2.


55

3.3.2.3.

3.3.2.4.

Default Action

If the event instructions are not submitted by the security holder for Voluntary or Mandatory Events with Options, a “default action” is required.

For Mandatory Events with Options, the default action applied will create a specific outcome or proceeds in the event, e.g. a reinvestment option on a coupon payment may result in cash being paid rather than reinvesting (at a beneficial to market rate) in new securities.

For Voluntary Events, default action is defined as ‘no action’, implying that the securities involved in the event will remain ‘as is’ if no instructions are submitted on those positions.

In either event category the default action must be clearly defined and notified, as detailed in the Asset Servicing Checklists (see Annex 6 for Exercise of Warrants, Repurchase Offers /Tenders, Consents, Meetings, Exchange Offers)

Information required from investors – Paperless Event Processing

It is recommended to avoid non-electronic instructions for all information required from investors. For the majority of cases electronic instructions cater for all eventualities and needs, but not all content of the electronic instructions may be treated in a ‘straight through processing’ (STP) manner.

An example of a process with electronic instructions and certification details, in compliance with specific legal regulations (exchange to/from Regulation S/144A notes) is defined in Section 3.3.6.1., below.

Electronic instructions can ensure, for all parties in the processing chain, greater efficiency and reduced risk as a result of a decrease in pending or failed transactions due to missing, incomplete or incorrectly completed paperwork.

Within the International Market the parties involved in processing events14 subject to such paper forms strongly recommend and request that;

• legal counsels, issuers and their agents make reference to the required event notification templates (see Annex 6), and,

• wherever possible, issue or event documents no longer include requirements for (or examples of) paper form certification.

This is referred to as the ‘Global Approach’ and can apply to all existing and new issues created.

Nevertheless, in exceptional circumstances, e.g. where physical paper forms are required by local jurisdiction, the following information will need to be provided:

14 Examples, not limited to: Conversions, Exercise of Warrants, Put Redemptions, etc

15 ‘Global Approach’ referenced since all ISMAG Corporate Action Notification templates (see Annex 6) include

statements to discourage requirements for paper forms


56

Instruction – Disclosure

In cases where paper form instructions are required, electronic instructions are usually also required. To enable the Issuer’s Agent to correctly match and reconcile paper form instructions with their electronic counterpart, it may be necessary for the instructing security holder, via their custodian/ICSD, as applicable, to formally approve (the ICSD) to disclose their identity and account details to the Issuer’s Agent. In such cases, the additional information required via the ICSDs must be requested from the outset of the event. The associated disclosure requirements, applicable for Consents, Meetings, (Re)purchase Offers and Exchange Offers are defined below:

Disclosure is also requested to have more information on the instructing party and this is generally included in an electronic instruction. To ensure that servicing parties know whether disclosure will be required, this information is mandatory. In case disclosure is required, the ICSDs and security holders need to know at which level it is needed: the final Beneficial Owner or ICSDs’ clients?


Disclosure Requested

Y, N If more information on instructing party is required and/or in case matching of electronic instructions with Paper Forms is required

Defines if there is an obligation to disclose

the customer name and account details

Disclosure Level

ICSD participant, or Final Beneficial Owner

If more information on instructing party is required and/or in case matching of electronic instructions with Paper Forms is required

Defines if there is an obligation to disclose

the name and account details of the ICSD

customer, their underlying clients or the

Beneficial Owner (local legislation)

3.3.2.5.


Paperwork Code Y, N If paper form is required

Code to inform the clients in the CA announcement

that paper document(s) must be sent physically on

top of the electronic CA Instruction. Please note

the use of paper notices is not recommended for

securities in the ICSDs.

Notice Type Original, Fax, Electronic

If Paperwork Code = Y

Indicates the type of notice. Please note the use of

paper notices is not recommended for securities

within the ICSDs.

BO to fill in the Notice

Y, N If Notice Type = Original or Fax

Indicates if the Beneficial Owner is responsible to fill

in the notice. Please note the use of paper notices is

not recommended for securities within the ICSDs.

Details to send Notice

[ADDRESS] If Notice Type applies

Address and/or Fax to which the notice has to be

sent. Please note the use of paper notices is not

recommended for securities within the ICSDs.

Deadline to send Notice (Final)


If Notice Type applies

In case a specific notice (paper form) is required

to be sent, this indicates the ultimate date/time to

send the notice if different from event deadline.

Please note that the use of paper notices is not

recommended for securities in the ICSDs.

Deadline to send Notice (Early)


If Notice Type & Early Deadline applies

In case a specific notice (paper form) is required to

be sent, this indicates the early deadline date/time

to send the notice if different from early deadline.

Please note that the use of paper notices is not

recommended for securities in the ICSDs.


57

Certification Requirements

To clarify whether investors need to certify when exercising, and which type of certification when applicable, following information is required for Put Redemptions, Full Call\Early Redemptions, Conversions, Other Issuers Option on Final Redemption (redemption in cash or shares), Final Maturities, Exercise of Warrants, Interest Payments, Partial Redemptions without Reduction of Face Value with Pool Factor, (Re)purchase Offers and Exchange Offers.

Exercisable Quantities

As denoted with the Notification Templates, the minimum and multiple exercisable quantities for which instructions may be attributed during the course of an event must be aligned with the minimum and multiple tradable amounts of the securities, defined within each security’s governing T&C.

Should the ICSDs receive instructions for amounts less than the minimum tradable, and integral amounts not equal to the multiple tradable amounts of the securities, as defined within each security’s governing T&C, these will be rejected as “invalid”.

Announcements during the lifecycle of an event (Step 4)

Announcements made during the lifecycle of a corporate action event may impact the holder’s decision to send an instruction to participate in the event. Two types of announcements can be distinguished:• Event Change Value: changes to the terms of an event• Event Lifecycle Notifications: such as suspension periods

It is required that the Issuer, via their Agent, communicates to the CD/CSP all event lifecycle notifications and/or changes to the terms of an event as soon as they are determined.


Certification Flag

Y, N Whether or not certification is required from the

account owner.

Y: certification required

N: no certification required

Certification Type

ACCI, CERR, LNUS, OTHR, QIBC, SNUS, UNKN

If Certification Flag = Y Code indicating the type of certification required.

ACCI Accredited Investor: Accredited investor

certification required

CERR Certificate required: Physical certificate required

LNUS Full form Non-U.S.: Beneficial ownership

certification under US securities or tax laws

OTHR Other: Specific electronic certification

QIBC Qualified buyer: Qualified institutional buyer

certification

SNUS Short form Non-U.S.: Beneficial ownership

certification under US securities or tax laws

UNKN Unknown: Required certification type unknown

Certification by Electronic Means

Y by Default Indicator to highlight that the Agent and/or Issuer will

accept Electronic Certification instructions

3.3.2.6.

3.3.2.7.

3.3.3.


58

Event changes can be relayed using the ‘Event Change Value Notification’ template (see Annex 6C).

For announcements concerning Suspension periods and Ex-dates for Dividends (for CONV), or Early Redemptions (for CONV or BPUT), the ‘Event Lifecycle Notification’ template should be used (see Annex 6C).

Examples of Event Lifecycle Notifications:

Change Definition Update

Suspension of Privilege

Suspension of ongoing event exercise periods, e.g. conversion event with the AGM on the underlying shares.(The Issuer / agent will not action/process exercise instructions during the suspension period)

The Issuer, via their Agent16 , needs to notify the latest (agent) deadline prior to the commencement of the forthcoming suspension period. The notification will also advise the date on which the suspension period will end and (e.g. conversion) instructions can re-commence.

Full Call / Early Redemption

An Issuer calling their securities for early redemption will, in the case of, e.g. convertible bond, amend the previously notified deadline of the ungoing conversion event.

The Issuer, via their Agent16, needs to notify the amended final (agent) deadline for instructions, prior to the early redemption.

Change Definition Update

Event Terms Any change to the pre-defined and/or notified event terms that may impact a security holder.

The Issuer, via their Agent16, needs to notify in case of changes to event terms, e.g. exchange or conversion ratios, exercise prices, etc. that will affect the holders’ decisions to participate in an event.

Event Deadline For events with a quorum, threshold or condition to be met or fulfilled, and in case this may be unsuccessful, the event could be withdrawn (see 3.3.4.1 for the ‘Event Outcome’ template) or the election periods extended (see the ‘Event Change Value Notification’ template.

The Issuer, via their Agent16, needs to notify in case of failure to meet the event requirements or for any extended deadlines, together with the clarification on whether instructions already sent remain valid, or if these are ‘void’ and new instructions need to be sent.

Examples of Event Change Value Notifications:

16 Notification must occur inline with the flows in section 3.2.2


59

Outcome of Events & Instructions

This section aims at defining best practices for information provision flows on the outcome of events and instructions.

Outcome at event level

According to the event outcome, various information needs to be provided to holders as soon as known or fixed using the ‘Event Outcome’ template (see Annex 6C) and/or using the ‘Event Change Value Notification’ template, typically including the items explained below.

For meetings and consent solicitations, the Issuer, via their Agent16, needs to notify the CD/CSP of the outcome at the latest 1 day17 after the meeting date /consent expiry date.• If the quorum was met, the outcome on the resolutions will be confirmed using ‘Event

Outcome’ template, with the payment date of any applicable fees.• If the quorum was not met, the Issuer, via their Agent, needs to notify the CD/CSP whether

the event remains alive or not:- In case the event is closed, the ‘Event Outcome’ template content needs to be used to

advise the withdrawal of the event;- In case the event remains active, the ‘Event Change Value Notification’ template will advise of the amended event features such as new event deadline (see section

3.3.3), and whether instructions sent previously remain valid.

For events (offers and options) where a minimum participation threshold needs to be reached for the event to settle• If the minimum participation threshold was reached, the Issuer, via their Agent16, needs to

notify the CD/CSP using ‘Event Outcome’ template • If the minimum threshold was not reached, the Issuer, via their Agent16, needs to notify the

CD/CSP whether the event remains alive or not:- In case the event is closed, the ‘Event Outcome’ template will advise of the withdrawal of the event;- In case the event remains active, the ‘Event Change Value Notification’ template will advise of the amended event features such as new event deadline, and whether instructions sent previously remain valid.

For offers with a maximum participation threshold• If this maximum participation threshold was reached, the Issuer, via their Agent16, needs

to notify the CD/CSP using ‘Event Outcome’ template - under the ‘result of the event’ - if pro-ration applies on the expected result under “Pro-ration Occurence”, as well as the pro-ration percentage under ‘proceeds’ with ‘pro-ration percentage’.

For events for which the proceeds information (ratio, nature) is ‘unknown’ in the announcement notification, the Issuer, via their Agent16, needs to notify the CD/CSP at the latest 1 day after the Fixing or Valuation Date of:• Proceeds nature (cash, shares, or combination) and/or applicable ratios, amounts, value

date/ payment date, etc. (refer to 3.3.3.2 Proceeds Information section)

The above information needs to be confirmed, as detailed in the ‘Event Outcome’ template under the heading ‘Valuation’.

3.3.4.

3.3.4.1.

17 It is understood certain Trust Deeds may state that such notices need to be provided within 14 days of the meeting

or consent event. In these cases, investor expectations of the available information can be addressed with Issuer’s &

Agent’s reference to the meeting and consent templates’ content in Annex 6, where such outcome notification dates

are foreseen as part of the notification.


60

Following receipt of the ‘Event Outcome’ template at event level, the ICSDs need to receive credit confirmation of proceeds in their accounts with the event reference, i.e. exercised ISIN and event code (CAEV) detailed in the credit confirmation for cash and/or securities proceeds.

Outcomme at instructionn level

The Issuer, via their Agent16, needs to notify holders on their instruction status, typically when the proceeds will be delivered and in case the issuer has the option pay cash instead of shares. For each instruction sent to an agent on a continuous processing event, e.g. Conversion, the agent will inform the ICSD(s) of the outcome being the exercise date and payment date or settlement date of the proceeds, and the nature of the proceeds (e.g. with issuers’ option for ‘cash or shares’). As an illustration, please also refer to the conversion flows in section 3.3.6.2.

To ease the settlement process, the ICSDs require that in each credit confirmation, being for cash and/or securities, reference is made to the ICSDs’ instruction reference number as communicated to the Agent.

Proceeds information

Security holders affected by a corporate action event need to be informed of the type of proceeds due, with any applicable ratios for settlement and their expected date of receipt or credit.

The type of proceeds depends on the event and variations that may be combined. As it is not always so clear from event or issue documentation which, if any, combinations may be applied, this increases the need to be advised accordingly. Proceeds can be defined in two categories:• Main Proceeds: the primary form of event settlement, which may be cash or securities.• Optional Proceeds: supplementary to the Main Proceeds settlement, which may be or

cash paid for fractional entitlements, accrued interest or (early) fees.

In all instances set out below, the provision of this information in either the securities T&Cs13 for predictable events, in the event T&Cs for unpredictable events, or in event notifications will significantly reduce the number of queries from the outset of an event. All cash proceeds amounts should be expressed per multiple denomination, e.g. €50 per 1,000.

Main Proceeds Information

This section describes and defines the requirements for information and notification content for the primary, main proceeds settlements of corporate action events.

Security ProceedsThe table below defines the minimum requirements for (the main) proceeds settling in securities, for Exchange Offers, Convertibles, Cash/shares, and Warrants. Certain securities’ structures may require a settlement of underlying assets, e.g. a basket of shares (a number of referenced securities to be settled), and in such cases the details required below are multiplied by the number of securities for settlement.

3.3.4.2.

3.3.5.

3.3.5.1.


61

Information Value Applicability Definition

Proceeds Name The name of the securities that represent the proceeds of the exercise.

Proceeds ISIN [ISIN] If ISIN already allocated ISIN identification of the securities that represent the proceeds of the exercise.

Restriction Type If restrictions apply Description of the holding restrictions on the proceeds

Local Market Settlement Details

[BANK, A/C #, SWIFT BIC]

Details of local market settlement agent, i.e. where the securities are being delivered from (Bank/Counterparty/BIC code)

For specific events, the following items will also aid processing:


Charges/Fees Y, N If Charges/Fees apply Indicator highlighting if charges/fees may be payable in order to receive settlement consideration, e.g. SDRT, Registration charges, etc.

Expected Settlement Date Rule

[RULE] If American or Asian style warrants, or Put options 'at any time'

Rule that defines the number of business days between the exercise/conversion date and the expected settlement of securities/cash proceeds

Expected Settlement Date

[DATE] For European/Bermuda style warrants

Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment

Ownership Shares Rule

[RULE] Rule that defines when the exercising holder receives ownership of the shares

Proceeds Dividend Right

New, Pari Passu

The dividend right of the related security, i.e. indicating whether the shares/DRs are new or rank Pari Passu

Proceeds Strike Price The strike price of the securities that represent the proceed of the exercise of the conversion

Proceeds Strike Currency

[CCY] The ISO currency of the strike price, of the securities that represent the proceed of the exercise or the conversion

If the securities proceeds are new and require acceptance/eligibility checks18 for these to be created in the ICSDs, the relevant Terms & Conditions of the new securities need to be provided to the ICSDs.

These Terms & Conditions may form part of the governing offer document.

Information Applicability Definition

Proceeds Summary T&C

If Proceeds ISIN required to be set-up at the moment of event launch

Summary terms of the proceeds security required to check acceptance and eligibility criteria prior to issuing new ISIN.

18 The ICSDs Acceptance and Eligibility Checklists can be found in Annex 5


62

If the ratio of the securities proceeds is known, the information to be confirmed is as follows, depending on the type of corporate event:

At the latest 1 day after the Fixing or Valuation Date, the fixing results should be confirmed. (see the ‘Redemption in Cash/ Shares’ template, as well as the ‘Event Outcome’ template discussed in section 3.3.4.).

Issuer option to pay cashIn such cases where an Issuer may have the option to settle an event in cash when the security holder was expecting security proceeds, e.g. a conversion of bonds into shares or an exercise of warrants, a clear indication of this option must exist in the Issue documentation and the event notification.

If the proceeds ratio is not yet known, holders need to be informed when it will be, referring to the following information:


Exchange Ratio If ratio available at launch = Mandatory; if subject to later fixing/calculation = Conditional

Number of proceeds securities to be received per notional/nominal exchanged (incl. Pool Factor, if applicable). Can be fixed prior to event launch or subject to calculation after the launch of the offer.

Conversion Ratio [SHS]: [NOM]

Number of shares to be received per nominal value of bond presented for conversion , e.g. Nominal of bond * (FX rate) / price per share

Conversion Price [CCY], [PRICE]

Price of one underlying security to be used in the formula to calculate the number of proceeds to be received

FOREX Rate If denomination currency differs from payable currency of underlying security

The foreign exchange rate applicable between parent and underlying securities that must be used to calculate ratio.

Proceeds Ratio per Denomination

The quantity of security proceeds per existing security denomination (existing security > new security)

Exercise Ratio For Warrants Notional amount of warrants to be presented per proceed security.

Proceeds Strike Currency

[CCY] The ISO currency of the strike price, of the securities that represent the proceed of the exercise or the conversion


Fixing or Valuation Method

Ratio, Formula

If a fixing or valuation is required

Method by which the proceeds ratio will be calculated

Fixing or Valuation Date

[DATE] If the exchange ratio is to be defined, i.e. after launch of the offer

The date that will be considered to calculate the parameters and components for calculation of the proceeds amount.

Ratio Announcement Date

[DATE] If exchange ratio is to be defined, i.e. after launch of the offer

Defines the date when the applicable exchange ratio will be announced


63

Cash ProceedsThe table below defines the minimum requirements for the main proceeds settling in cash, for Put Options, Full Calls, Redemptions in cash or shares, Variable Coupons, Redemptions, etc.


Cash Indicator Y, N If the Issuer has the right to pay in cash instead of converting to shares

Indicator to highlight that the Issuer may settle the conversion in cash instead of shares

Notice Day Count Rule

[RULE] If the Issuer has the right to pay in cash instead of converting to shares

Rule that determines the number of days notice the Issuer must provide to the exercising holder if the settlement will occur in cash and not securities as anticipated, e.g. conversion date + 1BD

Cash Settlement Currency

[CCY] If the Issuer has the right to pay in cash instead of converting to shares, and if different from nominal currency

The ISO currency of the cash settlement proceeds on the issuer's option to pay cash in lieu if securities settlement

Fixing or Valuation Date Rule

[RULE] If cash indicator = Y Rule that defines when the fixing or valuation will occur, e.g. X days after exercise date.

Cash Calculation Method

[FORMULA] If the Issuer has the right to pay in cash instead of converting to shares

The formula used to calculate the cash settlement amount for the issuer's option to pay in cash

Expected Settlement Date Rule (Cash)

[RULE] If the Issuer has the right to pay in cash instead of converting into shares

Rule to determine the cash settlement date when exercising the cash option.


Payment Currency [CCY] The ISO currency for the payment of the cash proceeds.

Payment Date [DATE] The date at which entitlements are due to be paid to investors.

Value Date [DATE] Date/time at which cash is credited or debited to/from the account owner. It is the effective payment date as adjusted in case the scheduled date falls on a non business day.

Expected Settlement Date Rule

[RULE] If American or Asian style warrants, or Put options 'at any time'



[DATE] Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment

Redemption Date [DATE] Date, prior to Final Maturity, upon which securities can be redeemed in return for the payment of principal, e.g. Call option or triggered event.


64

For specific events, the following items will also aid processing:

If the cash proceeds ratio is known at the outset, these items are required to be communicated, depending of the event:

Additionally, in case the cash proceeds are subject to a calculation or fixing which takes place after the event (offer) has launched, the following additional details are required to be notified at the outset:


Payment Date (Earliest)

[DATE] In case Payment Date <> next Interest Payment Date

Earliest date on which the cash distribution can occur

Adjustment of Interest Period

Adjusted, Unadjusted

Specifies whether the interest period end date moves if the planned interest end date falls on a non-business day. Required for both Fixed and Variable rate securities.



[DATE] If the ratio is to be defined, i.e. after launch of the offer


Fixing or Valuation Method

Ratio, Formula

If a fixing or valuation is required

Method by which the proceeds ratio will be calculated

Ratio Announcement Date

[DATE] If final cash amount payable is to be defined, i.e. after launch of the offer

Defines the date when the applicable cash amount payable for tendered securities will be announced


Interest rate [%] Required if Category 1 sec. and if available for Category 2 sec. (see MPB)

Annual rate of a financial instrument

Redemption price [%], [AMOUNT]

Code used to specify the percentage or price payable per denomination, i.e. at par, above par or below par. Expressed in % for issues in Nominal form, in Amount for issues in Unit form.

Redemption Premium Amount (per denomination)

[CCY], [AMOUNT]

If premium applies Cash payment (not interest), in addition to principal, at the redemption of a bond or unit; may be subject to different rates of taxation. Expressed as an amount per denomination.

Purchase Price Offered

[PRICE], [AMOUNT], [%]

If price available at launch = Mandatory; if subject to later fixing/calculation = Conditional

Cash price offered to the security holder either as a percentage or an amount per denomination, incorporating any applicable Pool Factor. Can be fixed prior to event launch or subject to calculation after the launch of the offer.

Generic Cash Price per Product Received

[%], [AMOUNT]

If Pool Factor (Amortisation) previously paid

Generic cash price received per denomination by the underlying security holder either as a percentage or an amount, depending on the trading method, taking the pool factor into consideration. (e.g. Redemption Price x Pool Factor = Generic Cash Price per Product Received)


65

At the latest one day after the Fixing or Valuation Date, the fixing results should be confirmed by the fixing/determination/event agent to the ICSDs. Please refer to the ‘Redemption in Cash/ Shares’, ‘Warrants’, ‘Interest’ and ‘Final Redemption’ templates, as well as the ‘Event outcome’ template discussed in section 3.3.4.

Optional Proceeds

Supplementary to the Main Proceeds, an issuer may decide, as part of an event or offering, to pay the following optional proceeds:• accrued interest• fractions• fees• early (participation) fees

Accrued Interest Accrued but unpaid interest may be payable if the event settlement would occur earlier than the next scheduled interest payment date. Applicable events: Put, Conversion, (Re)Purchase Offers, Exchange Offers in securities/events T&Cs.

In such cases, we need to be advised with following information:


Accrued Interest Amount (per denomi-nation)

[AMOUNT] If Accrued Interest Flag contained in documenta-tion and part of settlement amount

Indicates amount of accrued interest

Accrued Interest Flag Y, N (blank) Indicates if the holder is entitled to accrued interest

Accrued Interest Period Rule

[RULE] If Accrued Interest payable as part of event settlement proceeds

Rule that defines the period on which the exercising holder will receive the interest, e.g. from the last interest payment date to, but excluding the exercise date

Cash FractionsFor event settlements where there is not a direct ratio effected, resulting in fractional entitlements less than the minimum denominations or tradable amounts, the issuer may elect to pay cash in lieu of fractional proceeds security entitlements. Applicable events: Conversion, Redemption in cash or shares, Exercise of Warrants and Exchange Offers in securities or event T&Cs.

3.3.5.2.


Disposition of fractions

BUYU, CINL, DIST, RDDN, RDUP, STAN

Required if fractions created from event

Specifies how fractions resulting from derived securities will be processed or pro-rated. BUYU Buy Up: Additional cash paid by the intended recipient to buy-up to the next whole number of security entitlementCINL Fractional Part for Cash: Receive cash in lieu of fractionsDIST Distributed: Take distribution of fractions in the form of securitiesRDDN Round Down: Round Down to the nearest whole numberRDUP Round Up: Round up to the nearest whole numberSTAN Standard: If the fraction is greater than or equal to 0.5 of a security, Round-up; if less then 0.5, Round-down


66

Fees Issuers may decide to pay fees to instructing holders, perhaps subject to certain conditions, as an incentive to participate in the event. Such fees are normally restricted to unpredictable events and are called: • Incentive Fee, for Meetings (MEET), Extraordinary Meetings (XMET) and Consents (CONS)• Solicitation Fee, for Exchange Offers (EXOF)

In such cases, holders need to be advised with following information:

For Meetings (MEET, XMET) or Consents (CONS):


Incentive Fee Y, N In case Issuer proposes to pay an incentive fee to voting holders

Defines if the Issuer will pay a fee to voting or consenting holders

Incentive Fee Conditions

Free text Conditions applicable to incentive fee payment, in case Issuer proposes to pay an incentive fee to voting holders

Defines in which voting cases, e.g. WITH MANAGEMENT [MNGT] on which the Issuer will pay a fee to voting holders

Incentive Fee Deadline


In case Issuer conditions on a fee payable define a particular response deadline, ahead of the expected market deadline

Deadline by when votes must have been cast in order to receive the incentive fee

Incentive Fee Rate [CCY], [AMOUNT]

In case Issuer proposes to pay an incentive fee to voting holders

Defines if the Issuer will pay a fee to voting holders for their participation in the meeting


[DATE] If a settlement is expected Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment


[%], [AMOUNT]

If Pool Factor (Amortisation) previously paid

Generic cash price received per denomination by the underlying security holder either as a percentage or an amount, depending on the trading method, taking the pool factor into consideration. (e.g. Redemption Price x Pool Factor = Generic Cash Price per Product Received)


In case the Issuer is paying “Cash in Lieu” (CINL) of fractions, the below additional details are required:

Cash Fractions Currency

[CCY] If disposition of fractions = CINL

The ISO currency for the payment of the odd-lot amount.

Cash Fractions Calculation Rule

[RULE] If disposition of fractions = CINL

Rule that defines how the cash fractions payable will be calculated


[DATE] If disposition of fractions = CINL, and for European/ Bermuda style Warrants


Fixing or Valuation Date Rule

[RULE] If disposition of fractions = CINL, and for American/ Asian style Warrants

Rule that defines when the fixing or valuation will occur, e.g. X days after exercise date.


67

Early Fees In addition to the fees offered and payable in event processing, above, Issuers may decide to pay an additional incentive fee or an early solicitation fee for security holders who participate early in an event (the ‘early period’) which has its own deadline.

e.g. Solicitation Fee of €5 per €1,000 instructed during the entire event period

Early Solicitation Fee of €2.5 per €1,000 instructed during the defined early period is paid in addition to the Fee amount, resulting in a total of €7.5 per €1,000.

N.B. Instructions received after the Early Deadline but prior to the Market Deadline would receive the ‘Fee’ but not the ‘Early Fee’ in addition, and this would be stipulated in the governing event documentation.

As with Fees, Early Fees are normally restricted to unpredictable events detailed above (Meetings, Consents, (Re)purchase offers, Exchange offers).

In such cases, we need to be advised with following information:

For other events, such as exchange offers:


Expected Settlement Date (Cash)

[DATE] If incentive fee payable Date on which settlement of incentive fee is expected

Solicitation Fee Rate [CCY], [AMOUNT]

In case Issuer proposes to pay an incentive fee to participating holders

Fee payable to all instructing noteholders during the whole period of the offer



[DATE] If a settlement is expected Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment

Early Deadline [DATE], [TIME], [TIMEZONE]

If Early Deadline applicable

First deadline in multiple period offer: day/time at which the issuer will accept first period instructions about a given CA event

Early Solicitation Fee Rate

[CCY], [AMOUNT]

If Early Deadline applicable

Additional cash amount payable for holders instructing in the Early Period



If Early Deadline and Instruction Withdrawal applicable

First deadline in multiple period offer: day/time at which the agent will accept withdrawal of first period instructions about a given CA event

Agent Deadline (Early)


If different from 'Period of Action' early-end date or 'Early Deadline' date/time

Last day/time at which the agent will accept instructions about a given CA event for the Early Period

Early Fee Conditions Free text Conditions applicable to incentive fee payment, in case Issuer proposes to pay an early fee

Defines in which cases the Issuer will pay an early fee to holders


68

Event Processing Illustration

This section aims at defining best practices for event processing with assigned roles and responsibilities for each party in the processing chain, together with their recommended processing timing.

Regulation S. – 144A Transfers (and vice-versa): triggered by investors instructions

Where securities are issued under both Regulation S19 and Rule 144A20 , in certifying compliance with either of these, investors may have the possibility21 to transfer (or ‘exchange’) all or part of their position held under the Regulation S Global Note into the Rule 144 Global Note, or vice-versa.

Such transfers or exchanges are effected on a 1:1 basis, new for old, e.g.USD250,000 nominal Reg.S would become USD250,000 nominal Rule 144A, or vice-versa.

ICSDICSDSD

ICSDDTCTC

Custodian

Electronic instructions

Proceeds flow

Exchange AgentLondon

Exchange AgentUS

CD

Exchangingholders

ICSD

Sub-Cust for ICSD

-CustCSDa b

n

d

g

m

h

e

j

f

i l

k

c

19 The Regulation S exemption under the Securities Act of 1933 exempts securities from SEC registration if the offering

is made outside of the United States to non-US persons. The Rule 144A exemption under the Securities Act of 1933

exempts securities from SEC registration if the offering is through a private placement in the United States to

sophisticated institutional investors meeting the requirements to be considered Qualified Institutional Buyers (QIBs).

20 http://www.sec.gov/answers/rule144.htm

21 The possibility to transfer/exchange from Regulation S to 144A Notes, or vice-versa, may not be possible with certain

securities as defined in their Final Terms

3.3.6.

3.3.6.1.


69

Roles & Responsibilities of Parties in the Flow22


Exchanging Holder

Custodian T+0 Step1: Instructs exchange of position, confirming compliance with all requirements per issue T&C

Custodian ICSD T+0If received within same day processing deadline

Step1: Instructs exchange of position, confirming compliance with all requirements per issue T&C

ICSD Exchange Agent

T+0If received within ICSD same day processing deadlines (before the intraday agent deadline)

Step 2: Debits instructed position from Custodian account. Step 3: Instructs exchange from exercised/exchanged global note to proceed global note

ICSD Common Depository

T+0If received within ICSD same day processing deadline (before the intraday agent deadline)

Step 3: Instruct mark-down of exercised position (e.g. Reg.S or 144A)

Alternative 1: If Proceeds Securities Deposited with Common Depository (e.g. Reg.S or 144A)

Exchange Agent (London)

Common Depository

T+0If ICSD instruction received within intraday agent deadline

Step4: Confirms exchange and mark-down of exchanged amount from exercised/exchanged Global Note

(Exchange Agent (London))

Common Depository

T+0 If received within ICSD same day processing deadline

Step 4 Confirms exchange and mark-up of proceeds amount to proceeds Global Note

Common Depository

ICSD T+ 0If ICSD instruction received within intraday agent deadline

Step 5: Confirms credit of position on 144A Global Note for ICSD account

Alternative 2: If Proceeds Securities Deposited with DTC (e.g. 144A)

ICSD Local Sub-Custodian

T+0 If received within ICSD same day processing deadline

Step 2: Instruct receipt of 144A proceeds securities from Exchange Agent (US)

ICSD local Sub-Custodian

DTC T+ 0 If received within DTC same day processing deadline e.g. Deadline noon NY time

Step 4: ICSD’s sub custodian inputs receipt instruction for the 144A proceeds in DTC

Exchange Agent (London)

Exchange Agent (U.S.)

T+0 If ICSD instruction received within intraday agent deadline e.g. Deadline noon NY time

Step 4: Informs counterpart Agent to approve 144A proceeds receipt in DTC

Exchange Agent (U.S.)

DTC T+0 If ICSD instruction received within intraday agent deadline e.g. Deadline noon NY time

Step 4: approves DTC receipt instruction of 144A

DTC Local Sub-Custodian

T+ 0 During US business hours Step 4: Confirms receipt of 144A proceeds securities

Local Sub-Custodian

ICSD T+0 During US business hours Step 5: As (l) Confirms receipt of 144A proceeds securities

Whether Alternative 1 or 2

ICSD Custodian T + 0 (XS-XS) T + 1 (XS-US) If received within ICSD same day processing deadline

Step 6: Credits proceeds securities on Custodian Account

a

b

C

d

e

f

g

h

i

j

k

l

m

n

22 Although the MPB is designed to cover securities primarily deposited with the ICSDs, the table also covers

certain bifurcated structures whereby the Rule 144A Note(s) may be held with the DTC.


70

3.3.6.2. Conversion Event – Bonds into Shares: triggered by investors instructions

ICSDICSDSD

ICSD

localCSD

alD

Custodian


Proceeds flow

Conversion Agent

Issuer

Share Delivery Agent

CD

Converting Security Holders

ICSD

Sub-Cust for ICSD

-CustCSD

ICSDICCS

Sub-Cust for Custodian/ConvertingHolders

a b

o

h

g

j

d

c

m

n

k

k

e

e

f

j m

l

i

Sub-Cust for Conv/S.D. Agt

23 Paper forms are not required in the international market as electronic instructions can contain all necessary

information. However, should securities T&C or Agency Agreements stipulate that paper conversion forms

are required, these will be completed and transmitted as required. For more information, please refer to the

recommendation under section 3.3.2.4

Roles & Responsibilities of Parties in the Flow


Converting holders

Custodian T+0 Step 1: Instructs conversion of position, confirming compliance with all requirements per issue T&C

Custodian ICSDs T+0 Step 1: passes (a) to ICSD

ICSD Conversion Agent T+0 If received within ICSD same day processing deadlines (before the intraday agent deadline)

Step 2: ICSDs debit instructed convertibles position from Custodian a/c Step 3: Instructs conversion mentioning ICSD instructions reference & compliance with all requirements per issue T&C

ICSD Common Depository T+0 If received within ICSD same day processing deadlines (before the intraday agent deadline)

Step 3: Instructs mark-down of ‘converted’ position from Global Note with ICSD instructions reference

Common Depository

Conversion Agent T+0 Step 4: Informs Agent of conversion instructions/amounts received, mentioning ICSD instructions reference.

Conversion Agent

Issuer T+0 If ICSD instruction received within intraday agent deadline

Step 4: Informs the issuer to convert the instructed amounts into share proceeds and confirms compliance with all requirements per issue T&C. (If paper form23 instructions are required, these are forwarded) mentioning ICSD instructions reference

a

b

c

d

e

e


71


Conversion Agent

Common Depository T+ 0 If ICSD instruction received within intraday agent deadline

Step 4: Confirms mark down of converted amount of Global Note with ICSD instructions reference

Issuer Share Delivery Agent

T+1 If Conversion Agent instruction received within issuer’s same day deadline

Step 4: Instructions for share proceeds to be delivered with ICSD instructions reference

Issuer Conversion Agent T+1 If Conversion Agent instruction received within issuer’s same day deadline

Step 4: Confirmation that instructed bonds were converted into shares proceeds to be delivered in the local market with ICSD instructions reference

Conversion Agent

ICSD T+1 If Issuer instruction received within share delivery agent same day deadline

Step 4: Confirmation of the date the shares will be delivered to local CSD, mentioning ICSD instructions reference


Local sub-custodian T+1 If Issuer instruction received within share delivery agent same day deadline

Step 4: Instructions to deliver shares according to request in (c) with ICSD instructions reference


Issuer T+1 If Issuer instruction received within share delivery agent same day deadline

Step 4: Confirmation that shares were delivered to local CSD, mentioning ICSD instructions reference

Alternative 1: If Proceed Securities eligible in ICSDs

ICSD Local sub-custodian(s) (Receiving)

T+0 If received within ICSD same day processing deadlines (before the intraday agent deadline)

Step 2: Instruct receipt of proceeds according to request (c) [No receipt instructions needed from custodian, default situation: receipt in the ICSD for eligible securities, different follow-up (via sub custodian for ICSD)]

Alternative 2: If Proceed Securities not eligible in ICSDs, or investor wants to receive outside ICSDs

Custodian Local sub-custodian(s) (Receiving)

T+0 at the earliest Step 1: Instruct receipt of proceeds according to request (c) [Receipt instructions required in local market for receipt outside ICSD, no possibility to follow up on receipt of shares in local market]

Whether Alternative 1 or 2

Local sub-custodian(s) (Receiving)

Local CSD T+0 If receipt instruction received within local market deadline

Step 4:Instructs receipt of proceeds according to request (c) with ICSD instructions reference

Local sub-custodian (Delivering)

Local CSD T+1 If share delivery agent instruction received within local market deadline

Step 4: Instructs settlement (delivery) to local CSD with ICSD instructions reference

Local CSD Local sub-custodian(s) (Receiving)

T+2 at the earliest Step 4: Settlement occurs in local market

Local sub-custodian(s) (Receiving)

ICSD Or instructing Custodian

T+2 at the earliest Step 5: Confirms receipt of proceeds securities to receiving party according to request in (c) with ICSD instructions reference

ICSD Custodian T+2 at the earliest if received within ICSD same day processing deadline

Step 6: credit proceeds shares in custodian account (for Alternative 1)

k

k

m

l

m

n

o

f

g

h

i

j

e


72

Redemption in Cash or Shares: triggered by an external event

FD = Fixing DatePD = Payment Date (where Payment Date = security Maturity Date)

3.3.6.3.

ICSDICSDSD

ICSD

localCSD

alD

Calculation Agent

Issuer’s ShareDelivery/Issuer’s

Agent

CCB forIssuer’sAgent

PPA

Issuer

Security Holders

CDICSD

Sub-Cust for ICSD ICSDICCS

Sub-Cust for SecurityHolders

ICSDSub-Cust for S.D./Iss.Agt.

ICSDCCB forICSD

a

a

a

a

b

f f

e e e

i m

h

k

jg

p

o

q

k

l

d

c

m


Instructions sometimes occurring

Cash flow

Proceeds flow


73


CA Issuer, PPA, ICSDs, Issuer Agent, Share Delivery Agent

As early as possible after fixing, but no later than FD +1BD24

Notifies outcome of fixing in shares with cash fractions payable

PPA CD & ICSD Same Business Day Notifies outcome of fixing in shares with cash fractions payable

ICSD ICSD Customers Same Business Day Informs of redemption fixing in shares

ICSD Customers

ICSD No later than Fixing Date Step 1: - Security holders wishing to receive ICSD ineligible proceeds securities, or wishing to receive proceed securities outside the ICSDs, instruct ICSDs accordingly: this action may occur before (a) in anticipation of fixing in shares.Step 2: - ICSDs position on PD - 2 BD, no instruction from client required if delivery in ICSDs.

ICSD CD, PPA, SDA / Iss.Agt (as applicable)

No later than Payment Date -1 Step 3: Electronic instructions/ settlement instructions for shares entitlement with delivery details in local market

CD or PPA (as applicable)

Issuer ‘s SDA / Iss.Agt (as applicable)

No later than Payment Date -1 Step 4: Electronic instructions/ settlement instructions for shares entitlement with delivery details in local market

Issuer SDA/Issuer Agent


No later than Payment Date -1 Step 4: Instruct delivery of shares via CSD for ICSD and direct security holder settlement(s) per ICSD delivery details

Alternative 1: Proceed securities eligible in ICSDs

ICSD Local sub-custodian (Receiving)

No later than Payment Date -1 (usually with (e))

Step 2: Instruct receipt of shares expected from SDA/Issuer Agent (matching (g))

Alternative 2: Proceed securities not eligible in ICSDs, or investor wants to receive outside ICSDs

ICSD Customers

Local sub-custodian (Receiving)

No later than Payment Date -1 Step 1: For settlement outside ICSDs, ICSD Customers submit instructions for receipt of shares expected from SDA/Issuer Agent (matching (g))

Whether Alternative 1 or 2:


CSD Payment Date -1 Step 4: Instructs delivery of shares (x4) to CSD

CSD Local sub-custodian (Receiving)

Payment Date Step 4: Settlement occurs in local market

Local sub-custodian (Receiving)

ICSD or receiving custodian / security holder

Payment Date Step 5: Confirms local receipt of shares with ICSD instruction reference

ICSD Custodian Payment Date Step 6: Credit proceed shares

Issuer Agent

Issuer Agent’s CCB

No later than Payment Date -1 Step 4: Instructs transfer of cash fractions amount to ICSD CCB

Issuer Agent’s CCB

ICSD CCB Payment Date Step 4: Transfers cash fractions amount

ICSD CCB ICSD Payment Date Step 5: Confirms cash credit to the ICSDs

ICSD ICSD Customers Payment Date Step 6: Execute cash transfer within ICSD system

24 Ideally the fixing outcome should be notified on Fixing Date, although this is dependent on the local market information

availability, e.g. U.S. market fixing vs. CET Business Day would normally only permit Fixing Date +1BD CET business

processing.

a

b

c

d

e

f

g

h

i

j

k

lm

n

o

p

q

q

Roles & Responsibilities of Parties in the Flow


74

I N C O M E - M A R K E T P R A C T I C E B O O K

75


4. Income

Scope

The scope of this chapter is related to the timely provision of income information and payment processing flows for income cash payments such as coupon distributions and redemptions for fixed and variable rate instruments1.

In terms of income payments, there are two main categories of securities:

• Fixed rate instruments are zero coupon securities and securities paying a fixed interest amount, usually with a final redemption payment pre-defined as a fixed percentage. The coupon and redemption details and features are fully determined in the T&C.

• Variable rate instruments are instruments for which the coupon and/or redemption payments are linked to one or several unknown components. These variable component are to be provided on a Fixing/ Determination Date. These can include, but are not limited to, variable coupons (range notes, forex-linked securities), early or partial redemptions, or payments related to structured finance securities or equity linked notes. The components are defined in the T&C but the payments resulting from the performance of these components have to be determined prior to the calculation of the actual coupon and/or redemption payment, which could also be an amount equal to zero.

This section provides market participants with a set of market guidelines covering:

1. information provision through a) easily analysable and comprehensible T&C b) timely and accurate calculation and notification of events 2. information transmission formats 3. timely and accurate payment processing

Information provision flowIncome information For ICMA constituency, please also refer to the ICMA Guidance Note (see Annex 2).

Information description

Depending on the instrument type, the information to process an income payment may originate from two different sources: directly from the issue T&C, and from an agent notification, if the payment is to be made as a result of the determinations and calculations as set out within the T&C.

Information detailed in the issue T&C is referred to as ‘Static Data’ as it will not (usually) change throughout the life of the security. Static data elements are essential for fixed and variable rate instruments being the basic components for quality asset servicing.

The critical information to be included in the issue T&C, and used by the various processing parties in the chain, are listed in the Asset Servicing Checklists (see Annex 6A).

4.1.

4.2.4.2.1.

4.2.1.1.

1 The concept of “Variable rate instruments” in this section is not restricted to the coupon or redemption rate

but also includes instruments with variable payout linked to other elements.

M A R K E T P R A C T I C E B O O K - I N C O M E

76

The Issuer, together with its Legal Counsel, will ensure that all income information is set out in an easily analysable and comprehensible form in the T&C, using standard definitions and terminology to allow easy identification and understanding of all relevant securities features.

For securities paying a fixed rate of interest, static data alone suffices for the projection (for cash management purposes) and processing of payments.

For variable rate instruments, however, the T&C foresee the formulas, benchmarks, conditions, etc., related to the calculation of the applicable rate. The exact interest rate payable has to be calculated for each payment on the Fixing or Determination Date and notified to the parties in the processing chain within 1 Business Day.

The required elements of the payment to be communicated for a specific income event are listed in the Asset Servicing Checklists (see Annex 6B).

Information transmission

To facilitate complete data transfer and maximise timely processing, the Asset Servicing Checklists – Annex 6B - may be used as templates between Agents and CD/CSP. The templates cover Variable Interest and different types of redemption payments, e.g. Final Redemption, Call Option, Partial Redemption with Pool Factor and Redemption in Cash or Shares.

It is critical that the initial upstream parties (of the ICSDs) in the chain (Issuers, Calculation and/or Determination Agents) communicate timely, complete and accurate information, implementing various recommendations described in this MPB, to enable:

• all parties to process the information received, fulfilling their respective roles and responsibilities,

• investors to anticipate the payable amount, for information and cash management purposes,

• allocation of the correct collateral value to the securities (collateral value = nominal value of the security + the amount of accrued interest rate to be paid for the current period).

4.2.1.2.


77

Information provision and timing – Fixed and Variable rate instruments

For ICMA constituency: please also refer to the ICMA Guidance Note (see Annex 2).

This flow describes the roles and responsibilities of the various market players for,

• Static data extraction from security final documentation for all instrument types fixed and variable, and,

• Notification of rate fixings for variable rate instruments.

Variable rate instruments can be split into two separate categories:

Category 1 Securities for which the rate and payable amount are available on Fixing Date, whether such fixing happens at the beginning or at the end of the period. It is understood that the payable amount can be subject to change in case of default, credit event, etc. but it will remain unchanged in a majority of cases.

> Rate fix notification will be initiated no later than Fixing Date +1 Business Day.

Category 2 Securities for which the payout is variable and not available on Fixing Date as the payable amount is dependent on a rate and/or other additional information only available on Determination Date. It is understood that the payable amount can be subject to change in case of default, credit event, etc. but it will remain unchanged in a majority of cases.

> Rate fix notification will be initiated no later than Determination Date +1 Business Day.

Special remark: For new issues, in case the Fixing Date is scheduled before the Closing Date, the fixing information provision should be initiated at the latest on Closing Date +1 Business Day.

4.2.2.


78

ICSDSDCD/CSP

IssuerT&C

(static data) ICSDs’accountholders

PPA

Calc./Determ. Agent

a

ea

e

c gb f+

d h+

Step 1: Diarised by CA/DA/PPA/CD/CSP from T&C

Step 2: Details confirmed before each income payment

Issuer (per T&C)

CD/CSP/PPA/

CA/DA (when

applicable)

(Third Party)

Calc./ Determ.

Agent

PPA

CD/CSP

ICSDs


Agents

n/a

Issuer/

PPA

CD/CSP

ICSDs

ICSDs’

account

holders

At issuance of

securities

At issuance,

and before the

first Fixing/

Determination Date

At the latest on

Fixing Date +1

Business Day and

on Closing Date

+1 Business Day

for fixing occurring

before Closing

Within 1 Business

Day

Same Business Day

notification

Upon receipt

Actions

Describe the income event details (e.g.

coupon, redemption, formula, Fixing Date

and info, etc.) (see Annex 6A)

Step 1

• Diarise info based on T&C

• Monitor timing of income events

Calculate and provide the fixing details

using the applicable template

(see Annex 6B)

If applicable, advise the Stock Exchange

Step2

Communicate the rate and other relevant

details using the applicable template

(see Annex 6B)

Step2


details as defined in the MOP

Step2


details


Defined in T&C

as per the Asset

Servicing template

Based on securities

documentation/

T&C

Rate information

and payable

amount

Rate information

and payable

amount

Rate information

and payable

amount

Rate information

and payable

amount

a

c

b

Information to be provided on Fixing Date – Variable securities category 1

Static Data extraction – Fixed and Variable securities

d


79

ProcessingPayment processing

The ultimate goal is to ensure the accurate and timely payment of all amounts due to be paid to the investors in line with the T&C of each individual security.

While the underlying cash flows involved in relation to a particular security may themselves be quite complex (e.g. the result of various underlying swap transactions, currency conversions and the provision of a waterfall, etc.), all parties in the chain should endeavour, when possible, to anticipate payments in order to facilitate timely distribution to investors.

This chain involves a number of parties, e.g. Issuers, Swap Counterparties, Paying Agents, ICSDs and Custodians, who may be prepared to effect payments in anticipation of receiving the appropriate distribution subject to their individual credit criteria being met.

The main factors required to advance funds are:• receipt of timely and accurate information on the payment• Issuer/security possessing a credit rating for investment grade securities• sufficient credit lines

Adherence to the recommendations set out in this document will enable such facilities to be made available. Any error or ambiguity within the T&C can lead to payment delays or reversals, which impact the Issuer and the entire investment chain.

Calc./ Determ.

Agent

PPA

CD/CSP

ICSDs


Issuer/

PPA

CD/CSP

ICSDs

ICSDs’

account

holders

At the latest on

Determination Date

+1 Business Day

Within 1 Business

Day

Same Business Day

notification

Upon receipt

Actions

Based on fixing information and formula

details, calculate and provide the payable

information using the applicable template

(see Annex 6B)

If applicable, advise the Stock Exchange

Provide the payable information and

other relevant details using the applicable

template (see Annex 6B)

Provide the payable information and other

relevant details as defined in the MOP

• Report the rate and other relevant details

• Start cash payment projections in

clients accounts as from Payment Date

-5 Business Days


Rate notification

and payable

information

Rate notification

and payable

information

Rate notification

and payable

information

Rate notification

and payable

information

e

g

f

Information to be provided on Determination Date – Variable securities category 2

h

4.3.4.3.1.


80

4.3.2.

2 The ICSDs may advance the funds by paying on Payment Date -1 Business Day with value Payment Date, to enable

the account holders to use the funds on Payment Date.

ICSDSD

CD/CSP

Issuer


PPA

c

e

b

a

f

d

g

recommended best practice communication rarely occurring today

CD/CSP

PPA

Issuer

CD/CSP

Issuer

PPA

ICSDs


PPA

Issuer

PPA

ICSDs

PPA

ICSDs

ICSDs’

account

holders

On opening of business

Payment Date -2 Business Days

At the latest on Payment Date

-2 Business Days

On Payment Date -2 Business

Days


Days

At the latest on Payment Date

depending on the payment

currency

On Payment Date depending on

the payment currency


Day2 or upon receipt of funds

Actions

1. ICSDs’ positions noted and payment claim sent

with the ICSDs’ breakdown and details of their

respective cash correspondent details

2. Reconciliation done by PPA and notification in

case of discrepancies

Send a reminder message to claim funds from Issuer

1. Discussion in case of discrepancies

2. Confirmation of payment

1. Send pre-advice of funds as defined in the MOP

2. Reconciliation done by ICSDs and notification

in case of discrepancies

Wire the funds

Wire the funds based on each Agent’s credit policy

Process the payment, i.e. cash disbursement, based

on each ICSD credit policy

a

c

b

d

e

f

g

Payment flow

The end-to-end operational flow illustrated below cover the cash payment processing for both fixed and variable instruments but do not include any possible tax services offered by any parties. The payment processing will be highly dependent on the information received by all parties.

Remark: Any deviation to the standard flow, although strongly not recommended must be communicated/ notified by the Issuer and/ or its Agents to the ICSDs and CD/CSPs.


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3 From a client perspective, a reversal is defined as a payment correction processed by ICSDs after his account has

been credited. This correction is due to wrong or late information from upstream intermediaries.

4.3.3.

4.3.3.1.

Processing of amendments

Amendments are updates/changes to rate notifications and/or to payable amounts initially communicated (see 4.2.2. and section 4.3.2.). Those updates/changes may occur due to an event linked to the Instrument nature (credit event), a market event (default), an error made by a party in the chain (process gap), or unclear or incomplete documentation.

Timely communication of an amendment is critical, especially if identified very close to Payment Date (i.e. on or after Payment Day -2 Business Days). Given the payment flow described in section 4.3.2, this will ensure accuracy of notification and payment to investors, and avoid subsequent reversals3. If the amendment reaches the ICSDs after Payment Date - 2 Business Days, the payment to the investors may already have been processed.

Issuers’ agents (e.g. Calculation Agents, Paying Agents) need to perform adequate reconciliation to ensure early discrepancies diagnosis, further enabling timely requests for amendments (correction of a rate notification, a pre-advice of funds or a payment), to be submitted to the ICSDs and including the required root cause (see below).

Amendments flow

The end-to-end information flow for amendments are illustrated below

ICSDSD

Issuer


CD/CSP

PPA

c

aa

b d

Short notice amendment due to Instrument nature

Calc./Determ. Agent


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Initiator/Party Recipient Timing Nature of Information Actions

(a)(Third Party) Calc/Determination Agent/ PPA

Issuer, PPA As soon as an update/change has been identified on or before Payment Date -2 Business Days

Changed/updated rate notification and/or payable amount

1) if the amendment is identified

on or before Payment Date -2

Business Days: communicate the

amendment through the usual

communication flow (see section

4.2.2.)

Issuer, PPA and CD/CSP

As soon as an update/change has been identified after Payment Date -2 Business Days

Changed/updated rate notification and/or payable amount and amendment root cause (who, why, what)

2) if the amendment is identified

after Payment Date -2 Business

Days, inform, on top of Issuer

and PPA, also the CD/CSP

directly giving the root cause for

the amendment

(b) PPA CD/CSP As soon as an update/change has been identified/received

Changed/updated rate notification and/or payable amount and, if after Payment Date -2 Business Days, amendment root cause (who, why, what)

Communicate the amendment details

together with its root cause if after

Payment Date -2 Business Days

(c) CD/CSP ICSDs As soon as an update/change has been identified/received

Amended notification and pre-advice, and if after Payment Date -2 Business Days, amendment root cause (who, why, what)

Send amended notification and pre-

advice as per the MOP

(d) ICSDs ICSDs noteholders

As soon as an update/change has been identified/received

Amended rate notification and payable information and if after Payment Date -2 Business Days, amendment root cause (who, why, what)

Advice noteholders of the change

of rate/payable amount (with the

root cause in case of reversal) and

process reversal (if relevant)

4.3.3.2. Amendments root cause – Who? Why? What?

Amendments occurring close to, on or after Payment Date generate reversals (see section 4.3.2. Payment flow), either to credit investors (additional cash credited) or debit (recall of part or total funds). Given inefficiencies and risks linked to reversal processing, investors have become strict about reversals, requesting more transparency on the error party (Who?) and the reason why (Why?) an error was made (What?). Investors are equally concerned about the number of reversals occurring as they are about the timing of these reversals, sometimes processed several months after the original Payment Date.

As from January 2011, any amendment request sent after Payment Date -2 Business Days must stipulate the reasons for requesting it, stating the ‘Who, Why and What’ of the reversal. (See Annex 18) These details must be provided by upstream parties to the CD/CSP, who, in turn, advise the ICSDs. If not received, reversal requests will be delayed.

Who? refers to the error party role and name: Issuer, Calculation Agent, Paying Agent, Common Depositary, ICSD.

Why? refers to the type/ cause of the error • Process gaps linked to manual/ typing error, information not received or received too

late, system problem, etc.• Unclear or incomplete documentation leading to misunderstanding or confusion across the

different parties;• Market events (default) or Instrument nature which foresees in its T&C specific

conditions which may impact the payment (waterfall payments, credit linked notes, etc.)

What? refers to the erroneous data; e.g. interest rate, day count convention, adjustment rule, margin, record date, etc.


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Investigations and inquiriesQueries guidelines

The ICSDs are regularly confronted with queries from investors on income payment information for which assistance is required from upstream entities (CD/CSP, Agents, Issuer). The resolution time depends largely on the receipt timing of the query in relation to the payment date of the income event, i.e. pre- or post-payment.

Although the timeliness of the information flow and the implementation of the Asset Servicing Checklists (see Annex 6) should increase end-to-end efficiency, create more transparency and consequently reduce the number of queries, the present chapter aims to give guidelines on resolution time for pre-payment and post-payment queries. The turnaround times defined below correspond to what is contractually defined between the CD/CSD and the ICSDs. It is therefore important for all upstream parties in the processing chain to ensure investors receive an answer to their queries within the defined turnaround time.

The priority – Top/ High/ Normal/ Low – will determine the turnaround time expected to answer the investors’ queries.

Top: immediate resolution/ within 4 hours maximumHigh: same day resolutionNormal: 24 hours resolutionLow: 48 hours resolution

Pre-payment queries: priority linked to payment date

Pre-payment query priorities are linked to the Payment Date taking any required fixing/ determination date into account. A query received

• 8 Business Days or more ahead of Payment Date has a “normal” priority;

• between 8 Business Days and 2 Business Days before Payment Date has a “high” priority;

• between 2 Business Days and Payment Date is considered as “top” priority;

• Additional information requests are considered as “low” priority”.

4.4.

4.4.1.

TopNormal High

Low - additional non-critical information requests only* (+2 Business Days)

+1 Business Day Same DayImmediate /

within 4 hours

-8Business Days

-2Business Days PD

Resolution on Query Date


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Post-payment queries: priority linked to payment amount difference

Post-payment query priorities are linked to the payment amount difference for risk reasons. A query related to a payment amount difference

• below 50,000€ has a “normal” priority;

• between 50,000€ and 1,000,000€ has a “high” priority;

• above 1,000,000€ is considered as “top” priority;

• Additional information requests are considered as “low” priority”.

4.4.2.

TopNormal High

Low - additional non-critical information requests only* (+2 Business Days)

+1 Business Day Same DayImmediate /

within 4 hoursResolution on

Query Date

€ 50.000 € 1.000.000

A N N E X E S - M A R K E T P R A C T I C E B O O K

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ANNEXES

M A R K E T P R A C T I C E B O O K - A N N E X E S

86


87


AnnexesAnnex 1 A: ISMAG - Issuer Blanket Letter of Representation - version June 2011

Issuer Letter of Representation June 2011 1

Issuer Blanket1 Letter of Representation [To be completed by the Issuer]

Attention: New Issues Attention: New Issues Reference Data Euroclear Bank S.A./N.V. Clearstream Banking S.A. 1 Boulevard due Roi Albert II 42 Avenue J.F. Kennedy B-1210 Brussels L-2967 Luxembourg Belgium Luxembourg [email protected] [email protected] Re: International securities issued by: Effective date: (the “Issuer”/ Issuers2 (under a programme) [Issuer legal entity name, country of incorporation/address] This letter sets forth our understanding with respect to certain matters relating to [all Issuer’s securities ] or [all securities issued under the programme name]3

___________________________________________ issued as from above effective date (the “Securities”) that the Issuer requests be made eligible for primary deposit and settlement with the ICSDs. Terms not defined herein shall have the same meaning as given in the Market Practice Book. The Issuer, including when acting through an affiliates entity appointed to act as an Agent (as defined below)4 hereby represents and warrants to the ICSDs that in all matters relating to the servicing of the Securities it will seek to comply with the applicable recommendations stated in the International Securities Operational Market Practice Book (the “MPB”)5, as may be amended from time to time6. The Issuer will perform the items listed in the appendix attached hereto, in order to create the conditions for the Agents appointed by the Issuer to service the Securities (collectively, the “Agents”, and each of them individually, the “Agent”) to comply with the applicable MPB recommendations listed in the appendix attached to the executed Issuer Agent Letter of Representation. The Issuer acknowledges that the ICSDs will

- assign an ISMAG label on the above mentioned Securities, - publish a list of the Issuers that have signed an Issuer (Blanket or Programme) Letter of

Representation on each of the ICSDs’ websites, and - monitor, on those Securities, both the Issuer’s/ Issuers’ and the Agents’ compliance with the

applicable MPB7 recommendations, based on market-adopted key performance indicators (“KPIs”) on the items listed in the appendices attached to the Issuer Letter of Representation and the relevant Issuer Agent Letter of Representation, respectively.

The ICSDs will provide information on the results of the compliance monitoring to the Issuer for timely verification.

1 This letter may be provided on a Blanket level (for all Issues) or a Programme level (by Programme Name to be provided). 2 In case of multi-Issuers under a programme, this letter should be completed by each Issuer separately. 3 Delete as applicable to represent one category of securities. 4 Issuer’s Agents encompass any “agency” role, e.g. (Principal/Issuing) Paying Agent, Calculation Agent, Determination Agent, Conversion Agent, Exchange Agent, Warrant Agent, Fiscal Agent, etc. and also Arrangers, Lead Managers, … 5 In appendix, the relevant Market Practice Book (‘MPB’) topics are listed; the full MPB including the framework recommendations is available online from www.clearstream.com/ismag or www.euroclear.com/ismag. 6 The MPB will not be updated without prior notification and consultation with the International Securities Market Advisory Group. 7 Details of the market-adopted KPIs and ISMAG label compliance monitoring are contained within the MPB.

Securities issued through and primarily deposited with Clearstream Banking S.A., Luxembourg and Euroclear Bank S.A./N.V. (“the ICSDs”)


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Issuer Letter of Representation 2

The Issuer may, at any time, elect to cease its practice of complying with the MPB, either in whole or in part, by sending a “notice of Revocation of ISMAG Adherence” to each and both of the ICSD’s. Upon receipt of such Notice of Revocation, the ICSDs will remove the ISMAG label from the detailed Securities.

Optional:The above statements are made solely on behalf of the particular department, division or business unit of

the Issuer which is specified under its signature below.

Signed on behalf of: By: ____________________________________________[Authorised Officer’s Signature]

Received and accepted on behalf of: By: ____________________________________________[Euroclear Bank – Authorised Officer’s signature]

By: ____________________________________________[Clearstream Banking - Authorised Officer’s Signature]

Issuer Blanket Letter of Representation Appendix

For ease of reference, the relevant MPB topics are listed below. Complete information on the recommendations can be found in the MPB, available online at www.clearstream.com/ismag or www.euroclear.com/ismag .

The Issuer will, in line with its obligations under the relevant legal documentation,

1. Encourage its relevant legal counsels and Agents to meet the best practice recommendations contained in the MPB,

2. Reflect in its Agency Documentation and in its instructions to its relevant Agents, where appropriate and relevant, all the MPB recommendations that such Agents have agreed to by signing the Issuer Agent Letter of Representation to the ICSDs, as listed in the appendix thereto,

3. Instruct relevant parties, i.e. external and/or internal legal counsel, Lead Manager, Arranger, Dealer to provide the Issue Final Documentation on Closing/Issue Date to the Agent(s) and to the CD/CSPs and no later than Closing/Issue Date + 1 Business Day to the ICSDs, and,

4. Put in place adequate reconciliation processes between itself and its relevant Agents (e.g. calculation agent, paying agent, etc.) to ensure early discrepancies diagnosis and timely request for Income Reversals from the Agents to the ICSDs including the root cause analysis in the form that the Agents have committedto by signing the Agent Letter of Representation to the ICSDs.

The ICSDs will monitor the Issuer’s compliance with the applicable MPB recommendations based on KPIs on the above items and the Agents’ compliance based on KPIs on the items included in the appendix to the executed Issuer Agent Letter of Representation.


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Issuer Agent1 Letter of Representation [To be completed by the Agent]

Attention: New Issues Attention: New Issues Reference Data Euroclear Bank S.A./N.V. Clearstream Banking S.A. 1 Boulevard due Roi Albert II 42 Avenue J.F. Kennedy B-1210 Brussels L-2967 Luxembourg Belgium Luxembourg [email protected] [email protected] Re: international securities serviced by (“the Issuer Agent”) [Name of Issuer Agent2, country of incorporation/address]

This letter sets forth the understanding of the Issuer Agent1 with respect to international securities serviced by them in one or various roles for the Issuer and which are primarily deposited and settled with the ICSDs. Terms not defined herein shall have the same meaning as given in the Market Practice Book. The Issuer Agent confirms to the ICSDs that, when it acts in an agency capacity on behalf of the Issuer (in any applicable role) for any such Securities that it will use its reasonable endeavours to comply with the applicable recommendations set forth in the International Securities Operational Market Practice Book3 (the “MPB”)as may be amended from time to time4, to the extent that, when the Issuer Agent is not in full control of the operational flow, the Issuer or any third party agent (including an entity affiliated to the Issuer when acting in an Agency capacity) in respect of such securities has complied with the same and has taken all reasonable steps necessary to enable the applicable Issuer Agent to comply with such recommendations. The Issuer Agent acknowledges that the ICSDs will create market-adopted key performance indicators (“KPI”) to monitor the compliance of the relevant Issuer Agents with the standards of the ISMAG Operational Market Practice Book5 that are summarised in appendix. The KPI reporting will only refer to ISMAG labelled securities, i.e. securities for which the Issuer has submitted a Letter of Representation. This letter is not legally binding, nor enforceable, nor is it intended to create, nor does it create any relationship of agency between the ICSDs, on the one hand, and the Issuer Agent, on the other, to each other and is provided by the Issuer Agent separately to each ICSD and, for the avoidance of doubt, nor is this letter intended to create any legal rights, relationship or otherwise vis-à-vis any third party. For the avoidance of doubt this letter will be governed by English law. The Issuer Agent may, at any time, elect to cease its practice of complying with the MPB, either in whole or in part, by sending a “Notice of Revocation of ISMAG Adherence” to each and both of the ICSDs. Optional:

The above statements are made solely on behalf of the particular department, division or business unit of the Issuer Agent which is specified under its signature below and, for the avoidance of doubt, they are not therefore made by or on behalf of any other department, division or business unit of the Issuer Agent or any of its affiliates. Signed on behalf of: By: ___________________________________________

[Issuer Agent’s Authorised Officer’s Signature] ______________________________________________ [Department, division or business unit]

1 This letter is provided on Agent legal entity or branch level, in any agency role such as (Principal/Issuing) Paying Agent, Calculation Agent, Determination Agent, Conversion Agent, Transfer Agent, Exchange Agent, Warrant Agent, etc. subject to footnote 2 below. 2 Signing/responsible Agent in this context is for the various agency/servicing roles but can be limited to a branch, department, division or business unit of the Agent. 3 In appendix, the relevant Market Practice Book (‘MPB’) topics are summarised; the full MPB including the framework requirements is available online from www.clearstream.com/ismag or www.euroclear.com/ismag. 4 The MPB will not be updated without prior notification and consultation with the International Securities Market Advisory Group. 5 Details of the market-adopted KPIs and ISMAG label compliance monitoring are contained within the MPB.



Annex 1 B: ISMAG - Issuer Agent Letter of Representation - version June 2011

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Issuer Agent Letter of RepresentationAppendix

For ease of reference, the relevant MPB topics are summarised here below. For the avoidance of doubt, this appendix is only a high level summary of certain timelines and practices that are set out in the MPB in more detail. This does not purport to be exhaustive or all inclusive with respect to the matters set out herein or in the MPB. In all cases reference should be made to the MPB for more detailed and complete information in respect of the items mentioned below. The MPB is available online at www.clearstream.com/ismag or www.euroclear.com/ismag .

The Issuer Agent, acting in one or more capacities, will,

1. Send, no later than Closing/Issue Date + 1 Business Day, the issue final documentation6 to both ICSDs.

2. Deliver upon receipt any amended/updated documentation after issuance (e.g. in case of manifest errors and/or securities T&Cs changes) onwards to ICSDs/CD/CSP within same business day.

3. Where acting in such capacity, provide as Calculation/Determination Agent the applicable accurate rate fixing notifications7 to the Paying Agent no later than fixing/determination date +1 Business Day6, unless otherwise precluded by the terms of the relevant transaction, providing all required information listed in the relevant checklist, and as Paying Agent, to the CD/CSP no later than one business day following receipt.

4. Where acting in such capacity, provide, as relevant agent(s) (calculation agent, determination agent, paying agent, etc.) amended income notification to relevant parties as soon as there is an update to payable amount or rate information. If the amendment is known on or after Payment Date – 2 Business Days, inform the Common Depository/Common Service Providers directly providing the root cause for the amendment.

5. Where acting in such capacity, as calculation/determination/paying agent, apply payment processing flows described in the MPB and perform adequate reconciliation processes with the issuer in order to ensure early discrepancies diagnosis, further enabling requests for Income Reversals6 to be submitted to the ICSDs sooner by the relevant agent, and including the defined and published root cause analysis.

6. Apply best practice turnaround time of income related queries.

7. Set-up, as relevant agent(s) (e.g. Corporate Action agent, Information agent), if duly authorised and provided with all relevant information, the operational aspects of unpredictable corporate action events before their launch with the ICSDs on a confidential basis.

8. Apply, as relevant agent(s), the published corporate action event notification templates to the Common Depository/Common Service Providers on the event start date.

9. Provide, following receipt thereof as relevant agent(s) (e.g. determination agent) to the Common Depository/Common Service Providers, confirmation of deadlines and details of predictable events before the start of the option period, particularly for conditional/triggering events that occurred and/or at the issuer’s option exercises, as soon as possible after occurrence date, to provide all required information listed in the relevant checklist.

10. Provide, following receipt thereof as relevant agent(s), announcements to the Common Depository/Common Service Providers during the lifecycle of an event (e.g. all updates or changes to the terms of an event such as suspension periods, changes to event deadlines, etc.) providing all required information listed in the relevant checklist.

11. Provide, as relevant agent(s), to the Common Depository/Common Service Providers event outcome notifications the same day, and at the latest one Business Day after the determination date providing all required information listed in the relevant checklist.

12. Provide, as relevant agent(s), to the Common Depository/Common Service Providers ICSD’s instruction reference in mark-up/mark-down instructions, and provide confirmation when the exercise date is linked to an instruction for continuous processing events such as conversions, exercise of warrants, etc.

6 KPIs exist for compliance measurement against this requirement.7 Rate fixing notification: Applicable only to variable rate instruments, whether for (ir)regular income payments or partial or final redemption payments.


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Exception Processing Notification by the Issuer 1

ISMAG Labelled International Securities Exception Processing Notification

Attention: New Issues Attention: New Issues Reference DataEuroclear Bank S.A./N.V. Clearstream Banking S.A.1 Boulevard due Roi Albert II 42 Avenue J.F. KennedyB-1210 Brussels L-2967 LuxembourgBelgium [email protected] [email protected]

Issuer1:_________________________________________________________________

Programme Name2:_______________________________________________________

Security ISIN Number(s)2:___________________________________________________

The Issuer has provided separately to each ICSD a Letter of Representation, agreeing to comply with the applicable requirements stated in the International Securities Operational Market Practice Book (the “MPB”), as may be amended from time to time.

With regard to principal and income payments, the MPB requires, according to the category of securities defined therein, that Calculation Agents transmit all final payment rates to the Paying Agent at the latest on ‘Fixing/Determination Date plus one Business Day”.

This Exception Processing Notification is provided for the purpose of identifying that the Subject Security(ies) does (do) not qualify as being “ISMAG adherent” but as “ISMAG Exempt”:

The Issuer attests that the structure of the Subject Security(ies)3 will render the Calculation Agent unlikely to produce and distribute final payment rate information to Paying Agent by Fixing date + 1 Business Day at each scheduled income payment event;

The Issuer understands that the ICSDs may decide, based on this notification, to represent to their participants the non-qualification of the Subject Security(ies) under the ISMAG adherencequality label;

The Issuer understands that, as a non ISMAG-adherent issue, the Subject Security(ies) will not be included in the universe of ISMAG-labelled international securities, and from which the ICSDs might derive performance statistics regarding, for instance, the timelines of rate fixing notifications to Paying Agents for further publication

Signed on behalf of :

By: _____________________________________ _______________________________[Issuer’s Authorised Officer’s Signature Signatory’s Name, Title and name of Organisation]

Received and accepted on behalf of:

By: ___________________________________ By: __________________________________

[Euroclear Bank – Authorised Officer’s signature] [Clearstream Banking - Authorised Officer’s Signature]

1 The “Issuer”: legal entity name, country of incorporation/address2 The “Subject Security(ies)”: this notification may be provided on a Programme level (by programme name to be provided) or on a security level (ISIN(s) to be provided) – delete as applicable to represent one category of securities


Annex 1 C: ISMAG - Labelled International Securities Exception Processing Notification - version February 2011

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Notice of Revocation of ISMAG Adherence

Attention: New Issues Attention: New Issues Reference DataEuroclear Bank S.A./N.V. Clearstream Banking S.A.1 Boulevard due Roi Albert II 42 Avenue J.F. KennedyB-1210 Brussels L-2967 LuxembourgBelgium [email protected] [email protected]

Entity Name (and role)1: Effective Date:

_____________________________________________________________________________

This Notice of Revocation2 is provided for the purpose of cessation, as from the effective date, of the signing entity’s previous commitment to comply with the applicable requirements stated in the International Securities Operational Market Practice Book.

As from the above date, in the case the signing entity is an Agent, it understands that its name will be removed from the published list of ISMAG Agent adherent parties on the ICSDs’ websites.In case the signing entity is an Issuer, it understands the ISMAG adherent label will be removed from:- all the Issuer’s securities, or,- all the Issuer’s securities issued under the [programme name]3

________________________________________________

Additionally, the Issuer understands that its name will be removed from the published list of ISMAG Issuer adherent parties on the ICSDs’ websites only if the ISMAG adherence label has been removed from all the issuer’s securities.

Signed on behalf of:

By: _________________________________________ ________________________________[Entity’s Authorised Officer’s Signature] [Signatory’s Name, Title and Name of

Organisation]

Received and accepted on behalf of:

By: ___________________________________ By: __________________________________[Euroclear Bank – Authorised Officer’s signature] [Clearstream Banking - Authorised Officer’s Signature]

1 The Issuer or the Agent may elect to cease its practice of complying with the MPB by sending this letter on a Blanket level (for all Issues) or a Programme level (by Programme Name to be provided). Signing entity”: legal entity name, country of incorporation/address and role to be specified (e.g.; as Issuer, as Principal Agent, Calculation Agent, …)2 The Notice of Revocation remains valid for the period that ISMAG adherence may be voluntary. Should ISMAG adherence become mandatory, the Notice of Revocation becomes null and void and will no longer be accepted.3 Delete as applicable to represent one category of securities



Annex 1 D: Notice of Revocation of ISMAG Adherence - version February 2011

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1 These will vary from issue to issue, but will usually be indicated in the terms and conditions of the securities. For

example, the terms and conditions for a typical Stand-Alone bond will refer to the trust deed (or, if none, the fiscal

agency agreement) and the paying agency agreement. A bond issued under a programme will refer to the trust

deed (if there is one) and the Agency Agreement.

2 For New Global Note issues, specific timetables and procedures are defined in the NGN brochure available on the

ICMA website.

3 These should be sent once only and when any supplement affecting the terms and conditions is produced, not for

every drawdown.

Note: Clearstream Banking requested a technical change to the ICMA Guidance Note. Within section 5. “Administrative details”, a new e-mail address is in use for Clearstream Banking, ‘[email protected]’ is replaced by ‘[email protected]’. The ICMA will review the Guidance Note in due course.

INTERNATIONAL CAPITAL MARKET ASSOCIATIONGUIDANCE NOTE TO THE MARKETProvision of information and documents to intermediaries

Where an issue of securities is held through Clearstream Banking S.A. and/or Euroclear Bank SA/NV (the “ICSDs”), it is important that the investors who have the ultimate economic interest in the issue receive relevant information in a timely and accurate manner. To achieve this, the ICSDs and others in the information chain (such as the Fiscal Agent or the Issue and Paying Agent) (together with the ICSDs, the “Intermediaries”) need to know what the legal rights of the security holders are. This Guidance Note, which applies only to issues held in this way, is designed to facilitate this information process.

1. Provision of information to obtain codes and legal documentation.

(a) ISIN/common code allocation and eligibility on issue. A draft of the terms and conditions from the prospectus, or the base prospectus (if not already provided pursuant to paragraph (c)) and draft final terms, should be sent to the ICSDs as early as possible prior to the closing date, to enable the ICSDs to allocate an ISIN/common code and to assess eligibility of the issue for their systems. If the issue is under a programme, these documents should be provided to the Issue and Paying Agent for onward transmission to the ICSDs.

(b) Final copies on issue. Unless previously provided under paragraph (c), copies of the documents that establish the legal rights of the holders of the securities (the “Legal Contracts”)1 should be sent to the Intermediaries not later than the end of the closing date2. For issuances under programme, the final terms should be sent to the Issuing and Paying Agent no later than two business days prior the closing date (or, where the period between launch and closing is shorter than two business days, as soon as is reasonably practicable). The copies should be marked as “Final” or “Execution Copy”. These documents will vary according to circumstances but, by way of example, will include the global note, with the terms and conditions of the securities attached (or, for a programme issue, the Final Terms with the terms and conditions from the base prospectus3), the Fiscal or other Agency Agreement or Trust Deed and Paying AgencyAgreement and any agreement that relates to the calculation of amounts payable under the securities.

Annex 2: ICMA Guidance Note to the market


94

(c) Final copies of programme documents on establishment/update. On the establishment of a programme, a copy of each of the final base prospectus, including the form of Final Terms, and the Trust Deed (if any) and Agency Agreement should be sent to each Intermediary no later than the end of the business day following the closing date of the first drawdown, and any update/ supplement should be sent to each Intermediary within one business day of its finalisation.

2. Provision of prospectus and other documentation.

(a) Where any Intermediary is to perform actions, then unless these procedures have been agreed and operated by that Intermediary in a previous transaction, they should be discussed and agreed with the Intermediary as early as possible during the documentation of the transaction, prior to the closing date, to enable the ICSDs to assess eligibility of the issue.

(b) Unless it has already been supplied under paragraph 1, a copy of the final prospectus or similar document for the issue should be provided to each Intermediary if possible on the closing date and in any event no later than the end of the business day following the closing date, to enable the Intermediary to extract asset servicing critical information needed for efficient and effective processing that is not contained in the Legal Contracts.

(c) Where any changes are made to any of the documentation referred to above, execution/final copies of the documents containing those changes should be provided to the Intermediaries who received the original documents within one business day following the change to the documentation.

3. Noteholders meetings and other events affecting securities.

Copies of all communications to holders of securities, including all notices to holders of securities relating to meetings, should be provided, on a confidential basis, to all of the Intermediaries as early as possible and before they are given to the holders. A copy of all resolutions passed or rejected at any meeting of holders of securities should be provided to all of the Intermediaries promptly after the conclusion of the meeting. Where a decision is to be taken by holders of securities that does not involve a meeting or other action envisaged in the Legal Contracts (for example, an offer to exchange the securities for other securities), draft copies of all communications relating to that event should be sent to the Intermediaries, on a confidential basis, no later than the [business day before] the announcement of the event to enable them to make the necessary operational preparations.

4. Drafting.

Documents should be drafted with sufficient information to enable the parties and the Intermediaries to identify and contact each other and to understand what each of them is required to do and when they are required to do it.

5. Administrative details.

(a) Where documents are to be provided to either of the ICSDs, they should be sent in PDF format by email to:


95

Clearstream Banking S.A. at the following addresses:

• in the case of final documents relating to issues (whether stand-alone or under a programme): [email protected];

• in the case of all other documents relating to programmes (establishments, updates and issues) or to stand-alone issues4 where, respectively, the Issue and Paying Agent or the Lead Manager is based in the UK, Ireland or the Channel Islands: [email protected];

• in the case of all other documents relating to programmes (establishments, updates and issues) or to stand-alone issues4 where, respectively, the Issue and Paying Agent or the Lead Manager is based outside the UK, Ireland and the Channel Islands: [email protected];

Euroclear Bank SA/NV at the following addresses:

• in the case of final documents relating to issues (whether stand-alone or under a programme): [email protected];

• in the case of all documents relating to programme establishments and updates: [email protected];

• in other cases: [email protected].

(b) “Business day” means any day except Saturdays, Sundays and public holidays in jurisdictions in which respective parties are operating.

(c) All communications to Intermediaries should include the ISIN code (if available) and name of the security to which they relate.

(d) Where documentation is to be supplied to the Intermediaries pursuant to this Guidance Note, the responsibility for supplying it falls upon the person who is primarily responsible for preparing it.

4 Including final documents for programme establishments and updates and draft documents for issues (whether

stand-alone or under a programme).


96

Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC extract of article 5:

(5) The prospectus1. Without prejudice to Article 8(2), the prospectus shall contain all information which, according to the particular nature of the issuer and of the securities offered to the public or admitted to trading on a regulated market, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses, and prospects of the issuer and of any guarantor, and of the rights attaching to such securities. This information shall be presented in an easily analysable and comprehensible form.

Annex 3: EU Prospectus Directive


97

Immobilization (deposit structure)

Legal and physical form

Settlement and denomination currencies

The deposit structure is determined by the type of investors that are primarily targeted by the offer:• international investors g securities usually deposited in Common Depositary / CSP/CSK g under ISMAG scope• domestic investors g securities deposited in a local market through the local CSD g out of ISMAG scope

International securities: • issued as a global certificate are immobilized with a Common Depositary or CSK g under ISMAG scope• issued as individual certificates are deposited with a Specialized International Depositary g out of ISMAG scope

The denomination currency is the currency used as unit of account for recording securities balances. It is the currency usually used for the payments related to the security (e.g. income and redemption proceeds).The settlement currency is the currency chosen by the two counterparties to execute a particular buy/sell transaction in the issue.

Examples

• Definitive securities in Common Depositary structure or cross border transfers where ICSDs assistance required

• Securities issued in global form with multiple denominations or denominations that can change throughout the life of the issue

• Increases to existing issues with increased amount not divisible into existing denominations

• Payment in kind notes (PIK notes)

Examples

• Semi-Permanent Notes are not accepted by the ICSDs

• Securities for which a holding is not available on closing date are acceptable as long as a global note is deposited at closing (for a zero holding to be marked up at a later stage)

Securities for which the currency is not an ICSD eligible denomination and/or settlement currency. For the detailed list of denomination and settlement currencies, please refer to:

• Clearstream eligible currencies list available on CBL website (i.e. www.clearstream.com in Clearstream Banking > Publications & Downloads > Reference Data)

• Euroclear eligible currencies cards available on EB website (i.e. www.euroclear.com in Euroclear Bank > Services > Banking > Cash Management)

Operational Eligibility Criteria Non-standard structure examples

Non-standard structures feature for new issues securities primarily issued through and deposited with the ICSDs

Any non-standard structure should be brought to the attention of the ICSDs by the Lead Manager for eligibility review prior to any ISIN or Programme number request. The ICSDs aim to highlight the main features without providing closed definitions or an exhaustive list.

Annex 4: Non-standard/Unusual Structures


98

Decimals

Processing features

Decimals are not accepted within the ICSDs with the exception where securities have been redenominated into Eurocents

The securities have to be operationally manageable to ensure the timely and adequate servicing of the securities (e.g. income payments, CA events, etc.)

Securities that have been redenominated from the national currency into the Euro may have chosen commercial rounding, requiring the security nominal amount to be represented in Eurocents

Examples

• First coupon payment date on closing date

• Non fixed or unknown coupon payment dates

• Payments outside the clearing systems (which should not be the case)

• Scenario where events (such as extendible notes) take place with no notice prior to the event (e.g. extension of maturity)

• Corporate events for which movement/monitoring of securities/cash is to be processed and monitored by the ICSDs but which are not documented in the event documentation

• Request to give an option to change securities structure (such as currency/interest rate for coupon payments) to one particular holder instead of all holders

• Extremely short notice periods for options e.g. 1 day notice for put option

• Programme subject to 2 different governing laws with a different issuing agent per governing law

• Monitoring of the composition of underlying baskets, etc.

• Requirement to send paper notices to ICSDs for warrants exercise, conversion instructions, etc. (Paper notices are discouraged in the ICSDs, except where physical paper forms are required by local jurisdiction)

• Security with more than one issuer paying interest/redemption proceeds. ICSDs should be advised which issuer name is to be reflected in ICSDs records (documentation should also indicate this).

Operational Eligibility Criteria Non-standard structure examples


99

Free transferability

Disclosure

Fungibility

Default

The securities deposited in ICSDs have to be freely transferable. ICSDs only monitor transfer restrictions on tradeable amounts that are set forth in the Terms and Conditions

ICSDs do not obtain or maintain any information on beneficial owners of the securities they hold and they cannot oblige their Participants to provide such information

All holders of a security have the same rights and obligations at all the times at level of the ICSDs processing

In case of default the ICSDs cannot act as the holder’s representative. Upon a default by the issuer, the documentation should foresee either:

• the appointment of a Trustee representing the holder;

• the conferring of direct rights to the beneficial owners; or

• both

Securities for which the issuance governing law set out the obligation for the ICSDs to monitor any transfer or enforce compliance with any transfer restrictions or block holders positions

Examples

ICSDs cannot:• collect certification upon each transfer

• ensure that transfers of securities are only executed against payment

• ensure that junior and senior notes of a series can only be transferred jointly, etc.

Securities for which the issuance governing law set out the obligation for the ICSDs to:• disclose information on the (ultimate) beneficial owners

• provide regular reporting of information about the Participant to the issuer

Securities for which the terms and conditions set out different rights and obligations at all times at the level of the ICSDs processing:

• for registered securities, the nominee registration is not allowed by the terms and conditions

• securities that are at the same time in bearer and registered form / in global form and individual certificates (those cannot be treated as fungible)

• extension of lock up period request close to fungibility deadline/more than one request for an extension of lock up period

Securities where the Terms and conditions do not clearly describe the notification procedure to the ICSDs in case of an event of default

Legal eligibility Non-standard structure examples


100

Tax-related requirements

Detailed information about the applicable withholding tax regimes, stamp duties, transfer taxes, other taxes or tax-related reporting and certification is required

Securities for which the issuance governing law set out specific requirement on the tax level not compatible with the way securities are held or transferred in the ICSDs

Examples

• transaction-based withholding or reporting requirements

• mandatory identification of Beneficial Owners

• certain holding restrictions

• for securities subject to the Italian substitute tax, the documentation does not provide information about how income accrues over time

• securities subject to different withholding or reporting tax regimes at the same time

• any deviation from the standard tax procedure, etc.

Fiscal eligibility Non-standard structure examples


101

Programme Acceptance Checkl is tINTERNATIONAL SECURITIES

Field name Value Applicability Definition

Contact name

Issuer (s) Name

Issuer(s) place of incorporation

Issuer(s) address

Programme Name Description

Legal Form

Initial Physical Form

Selling/Transfer Restrictions

Primary Place of Deposit

(Minimum) Denomination

TEFRA rules

Withholding Tax Regime

Issuing Agent

Day Count Convention

Adjustment of Coupon Period

Programme No

Issuance jurisdiction(s)

Instrument Category

Instrument sub-category/structure type

Bearer/Registered

GT/GP/Defi nitive

Euroclear and Clearstream

C/D

name + address

Adjusted/unadjusted

ECP, CD, WARRANT, CERTIFICATE,

MTN

Straight, ABS, CLN, CDO, etc

Programme must specify all Issuers/Branches that can issue

drawdowns off the programme facility

e.g. Debt Issuance programme, Programme for issuance of LPN,

London CD etc. Used to identify the programme.

This fi eld is checked in ICSDs in order to ensure the documentation

does not impose any selling/transfer restrictions on the ICSDs

Programme must specify all Security Settlement Systems applicable.

Programme must specify if there is a minimum denomination on

drawdowns (and if multiple currencies, minimum denomination for

each currency if applicable). This is not monitored at programme level

by the ICSDs but the ICSDs need to ensure the documentation is in

line with the ICMSA guide on Denominations and the exchange from

Global to Defi nitive Notes.

Programme must specify which TEFRA rules can apply.

Always Mandatory

Programme must specify the Issuing and Paying Agent and must not

provision for additional Issuing & Paying Agents. Different Issuing &

Paying Agent would only be the case if the relevant Issuing & Paying

Agent were replaced by a successor or the drawdown was in domestic

form.

Programme must specify which adjustment of coupn period can apply.

M if Programme No already allocated. Each Issuer/Branch of Issuer on

Programme Documentation has Programme No allocated

M if programme permits issuances in NGN form

M to specify Instrument Types that will be applicable on the

programme if they are known

M if debt

The details (name, e-mail address and/or telephone number) of the person

requesting the acceptance of the programme.It serves as point of reference in

case further clarifi cations are required.

The name of the entity(ies) issuing the securities off the programme facility.

Place of incorporation of the issuer, jurisdiction under which the issuer falls.

Postal address of the entity issuing the securities.

Description of programme as appearing on cover page.

Bearer: The owner is not registered in the books of the issuer or of the registrar

Registered: Securities are recorded in the name of the owner on the books of the

issuer or the issuer’s registrar and can only be transferred to another owner when

endorsed by the registered owner.

It indicates the physical form of the securities on the closing date.

Requirements on the dealer/issuer on the selling of the securities in the market.

Not monitored by ICSDs.

Euroclear and Clearstream, amongst others.

The minimum amount of the security that can be transferred.

It indicates the TEFRA rule under which the security can be issued.

Indicates the default tax-withholding treatment (the applicable law) or the

gross-up clause.

An agent appointed by the issuer to issue securities to the market and receive

corresponding payments, if applicable, from the Dealer on the Issue Date.

Defi nition of each computation method of (accrued) interest permitted by the

programme. See ISMAG recommendation in Annex 8 of the MPB.

For each fi xed or variable rate security, the adjustment of coupon period

indicates whether the interest period and date moves if the planned interest end

date falls on a non-business day.

The number used by the ICSDs and the Issuing Agent to identify the programme.

It is strictly confi dential between the ICSDs and the Issuing Agent.

Jurisdiction(s) (country, county, state, province, city) of the issue

(i.e. governing law).

It indicates the category of the fi nancial instrument.

It indicates the type of deal for structured fi nance.

M A N D AT O RY F I E L D S ( M )

C O N D I T I O N A L F I E L D S ( C ) M a n d a t o r y i f a s p e c i f i c c o n d i t i o n a p p l i e s , o t h e r w i s e o p t i o n a l

Any non-standard structure should be brought to the attention of the ICSDs by the Issuing Agent for eligibility review, prior to any code request. See Annex 4 of the MPB for examples.

What: This document lists the minimum information requirements for Programme Number Allocation & Eligibility Review in the ICSDs. Purpose: Checklist to be used to ensure Programme documentation is complete, and terminology is clear and unambiguous.

Annex 5: Acceptance and Eligibility Checklists


102

Global Type

Legal restrictions

Place of listing

Signing date for Program

Programme limit

Nominal Currency

Multiple (denomination)

Step label

Common Safekeeper (CSK)


Depository

Registrar

Warrant Agent

Guarantor

NGN/CGN

3 (c) 7, Reg S, 144A, RLS

UK, Irish, EURONEXT, Luxembourg,

etc.

one specifi c currency, multiple

currencies, “all currencies”

Euroclear or Clearstream

name + address

name + address

name + address

M if programme facility permits drawdowns in NGN. Pro forma template

of Final terms in Programme Documents should provision for CGN/

NSS or NGN applicability. If NGN/NSS applicable, Pro forma template

of Final terms in Programme Documents should also provision for ECB

eligibility

M if legal restrictions apply or if a Risk-Linked security

M if listed

M if programme documentation has been fi nalized.

M if programme limit is applicable.

Programme should specify which currency is applicable to the

drawdowns.

M: • if programme facility has a limit, should also specify currency

of programme limit

• if programme permits certain currency(ies) applicable to the

drawdowns.

M if different from the denomination.

M if programme facility is allocated a STEP label. Should be supplied

prior to fi rst drawdown from programme.

M if NGN/NSS. CSK Election Form should be supplied prior to fi rst NGN

drawdown from programme by the Issuing & Paying Agent.

M if NGN/NSS.

ICSDs will perform mandate allocation rules where applicable so

appointment of Common Service Provider should not be specifi ed in he

programme documentation. Issuing & Paying Agent to confi rm

Common Service Provider appointed if ICSDs unable to follow mandate

allocation rules.

M if Principal Paying Agent (PPA) cannot perform the role of

Common Depositary (CD).

ICSDs will perform mandate allocation rules where applicable so

appointment of Common Depository role should not be specifi ed in the

programme documentation. Issuing & Paying Agent to confi rm Common

Depository appointed if ICSDs unable to follow mandate allocation rules.

M if registered notes

M for Warrant programme facility

M if Guarantor on programme

Indicates if New Global Note (NGN) or Classical Global Note (CGN) are allowed

at programme level.

New Global Note (NGN): Form of global certifi cate which refers to the books and

records of the ICSDs to determine the IOA.

Classical Global Note (CGN): Form of global certifi cate which requires physical

annotation on the attached schedule to refl ect changes in the issue outstanding

amount (IOA).

New Safekeeping Structure (NSS): A holding arrangement for registered form

Classical Global Notes (CGN). As required by the Eurosystem, international debt

securities in registered form, issued on or after 1 October 2010, must be safekept

under the NSS to be recognised as potentially eligible collateral for Eurosystem

monetary policy and Intra-day credit operations.

Registration exceptions or RLS at the level of the security or issuer.

Provides the place(s) of listing of the security.

The data on which the programme base prospectus is fi nalized.

Maximum amount to be issued off the program.

The ISO currency(ies) in which the security(ies) can be issued.

The smallest amount of the security that can be transferred. If a denomination

exists, it represents the higher integral multiple amount. The ICSDs will ensure

the higher integral multiple amount is wholly divisible into the nominal amount

of the issue.

STEP relies on STEP Market Convention. The STEP Market Convention lays down

the criteria which short-term paper programmes must fulfi ll to be STEP compliant

and the procedures for granting and withdrawing the STEP label. STEP has been

approved as a non-regulated market for collateral purposes in Eurosystem credit

operations.

An entity appointed by the ICSDs to provide safekeeping for securities in NGN/

NSS.

An entity appointed by the ICSDs to provide asset servicing for the securities in

NGN/NSS.

An entity appointed by the relevant clearing system as a depository for

instruments issued in global or defi nitive form. The Depository keeps the securi-

ties for safekeeping purposes on behalf of the clearing system(s).

An entity appointed by the Issuer to maintain the register of holders where notes

are in registered form.

An entity appointed by the Issuer to process the exercising of warrants, some-

times responsible for the issuance of the warrants into the market.

Legal entity, other than the issuer, who gives guaranty, e.g., the guarantor

becomes liable in case of default of the issuer.




103

Interest type

Financial center for payments

Record date rule

Minimum Notice Day Count

Redemption Type

Extension upon notifi cation or automatic

Notice Day Type

Warrant type of scheme

Instrument Classifi cation

Trading Method

ZCP, FIX, FRN

Principal fi nancial center of currency

Final Redemption, Partial Redemp-

tion without reduction, Partial

Redemption with reduction, Drawing

at random, Drawing pro-rata,

Call, Put

Automatic / Notifi cation

BD / CD

European, American, Bermudan

Debt/Equity

Nominal/Units

Programme must specify Interest Type if only one is applicable

M if multiple centers for a specifi c currency are applicable.

M if different standard record date rule on programme facility.

However should be specifi ed if registered notes.

M if automatic extension of maturity is allowed,

M if call/put option events.

Programme must specify which Redemption Types are applicable.

M if automatic extension of maturity is allowed.

M if automatic extension of maturity is allowed,

M if call/put option events.

M for Warrant programme facility.

It indicates the structure of fi nancial instrument. If Issuer wishes for

a certain classifi cation it should be specifi ed

Programme should (if possible) specify if Unit Settlement can occur

O P T I O N A L F I E L D S ( O )



Whether interest rate is fi xed, variable or other.

Financial place taken into account to adjust the date and time for payments,

as defi ned within the business day convention. See ICMSA recommendation in

Annex 10 of the MPB.

Date/time at which positions are struck to note which parties will receive the

relevant amount of entitlement, due to be distributed on payment date. See

ICMSA recommendation in Annex 11 of the MPB.

Minimum number of notice in days that must be given before the option can be

exercised.

It indicates the type of redemption.

Extension is either automatic, or by notifi cation, of the option holder.

It indicates the type of notice days: business days / calendar days.

Indicates when a warrant/option can be exercised.

The Instrument Classifi cation defi nes and describes the classifi cation of fi nancial

instruments. The classifi cation system applies to fi nancial instruments negotiated

internationally as well as to domestic instruments.

This Classifi cation Standard is intended for use by the Clearing Systems to defi ne

the type of security issued.

Indicates whether the notional amount value is to be traded in either an amount

or in units. See ISMAG recommendation in Annex 9 of the MPB.


104

Stand Alone Acceptance and Eligibility Checklist

INTERNATIONAL SECURITIES

Field name Value Timing Applicability Definition

A*

A

A

A

A

A

A

A

E*

E

E

E

E

E

E

Contact name

Issuer Name

Issuer place of incorporation

Issuer address

Instrument Category

Primary Place of Deposit

Lead Manager

Trading Method

Legal Form

Initial Physical Form

Selling/Transfer Restrictions

Method of Distribution

Issue /closing date

Nominal Currency

Interest type

Bond, Note, Warrant,

Certifi cate, CUM-Warrant,

EX-Warrant, Convertible

Euroclear and Clearstream

Nominal/Units

Bearer/Registered

GT/GP/Defi nitive

Syndicated/Non-syndicated

DD/MM/YYYY

ZCP (zero coupon)

FIX (fi xed)

FRN (fl oater rate note)

Dual Basis

LM to confi rm if nominal or unit settlement

This fi eld is checked in ICSDs in order to ensure the

documentation does not impose any selling/transfer

restrictions on the ICSDs

The details (name, e-mail address and/or telephone number) of

the person requesting the allocation of the ISIN used as a point of

reference in case further clarifi cations are required.

The name of the entity issuing the securities.

Place of incorporation of the issuer, jurisdiction under which the

issuer falls.

Postal address of the entity issuing the securities.

It indicates the category of fi nancial instrument.

Euroclear and Clearstream.

An entity appointed by the issuer to structure and lead the

placement of a syndicated issue.

Indicates whether the notional amount value is to be traded in

either an amount or in units. See ISMAG recommendation in Annex

9 of the MPB.

Bearer: The owner is not registered in the books of the issuer or

of the registrar.

Registered: Securities are recorded in the name of the owner on

the books of the issuer or the issuer’s registrar and can only be

transferred to another owner when endorsed by the registered

owner.

It indicates the physical form of the securities on the closing date.

Requirements on the Issuer/Manager/Noteholders on the selling

of the securities in the market

Not monitored by ICSDs.

The way in which the issue will be marketed to the primary mar-

ket, via individual dealers (so called non syndicated distribution)

or via a syndicate of managers, underwriters and selling group

members (so called syndicated distribution).

The Closing Date or Issuance Date is the date on which issue’s

proceeds are paid to the issuer and securities are created and

distributed to investors (primary distribution/settlement).

The ISO currency in which the security is being Issued.

Whether interest rate is fi xed, variable or other.

M A N D AT O RY F I E L D S ( M )

What: This document lists the minimum information requirements for ISIN Allocation & Eligibility Review for Stand Alone securities deposited in a common depository.

Purpose:Checklist to be used to ensure Stand Alone Security documentation is complete, and terminology is clear and unambiguous.

A * Allocation = allocation of the ISIN / common code to a security based on a minimum set of data

E * Eligibility = more detailed analysis of the security features at operational, legal and fi scal level performed by the ICSDs to ensure the security is acceptable by the ICSDs prior to closing of the issue

Any non-standard structure should be brought to the attention of the ICSDs by the Lead Manager for eligibility review, prior to any code request. See Annex 4 of the MPB for examples.


105

ISIN

Common code

Series number

Class

Nominal Amount

Aggregate Proceeds Amount

Aggregate Issue Size

Face Value for Unit issues

Unit Value

(Minimum) Denomination

Minimum Tradeable Size

Multiple Denominations

Multiple Tradeable Size

Issue Price

Unit Issue Price

Fungible ISIN

Withholding Tax Regime

Warrant Agent

First interest period

commencement date

amount or quantity

XXX CCY

XXX units

XXX CCY

XXX units

XXX units

%

XXXCCY

mother code (XS...)

name + address

DD/MM/YYYY

M if ISIN already allocated

M if common code already allocated

M if more than one series

M if more than one class

If trading method = Nominal

If trading method = Units


M if trading method = Units

If trading method = Units, and where relevant, i.e. where

interest rate % and redemption price % apply to principle

If trading method = Nominal

Must specify if there is a minimum denomination.

The ICSDs need to ensure the documentation is in line

with the ICMSA guide on Denominations and the

exchange from Global to Defi nitive Notes


Must specify what is the minimum quantity of securities

that can be transferred

M if trading method = Nominal and if

different from the Denomination

If trading method = Units and if different from the

Minimum Tradeable Size

M if trading method = Nominal and if Italian issuers

or taxable

If trading method = Units and if Italian issuers or taxable

M if fungible and certifi cate

M if Italian issuers at Allocation,

M for all taxable at Eligibility

M for warrants



A 12-digit security identifi cation code comprised of a 2-digit ISO

3166 country code, a 9-digit national number (e.g., CUSIP) and a

1-digit ‘check number’. It is used globally to identify a security.

A 9-digit number used to uniquely identify individual

securities between the ICSDs and their participants, and allocated

by either of the ICSDs.

It identifi es the series number.

Identifi er that links multiple security classes.

Total nominal amount issued.

Gross Proceed Amount and Currency to issuer. It represents the

Unit Issue Price multiplied by the Aggregate Issue Size.

Total number of units issued.

Face value, per unit, issued (ie, the value of each unit).

The value of one unit, refl ected in the currency of issuance.

The minimum quantity of securities that can be transferred.

The minimum quantity of securities that can be transferred.

The smallest amount of the security that can be transferred. If

a denomination exists, it represents the higher integral multiple

amount. The ICSDs will ensure the higher integral multiple amount

is wholly divisible into the nominal amount of the issue.

The smallest quantity of securities that can be transferred. If a

minimum tradeable size exists, it represents the higher integral

multiple amount.

The issuance (i.e. closing date) Issue Price expressed as a

percentage.

The issuance (i.e. closing date) Issue Price and Currency, expressed

as the value of each Unit (an amount).

The ISIN of the security (mother code) with which the tranche is

going to funge.

Indicates the default tax-withholding treatment (the relevant law)

along with the applicable gross-up clause.

The entity appointed by the Issuer to process the exercising of

warrants, sometimes responsible for the issuance of the warrants

into the market.

First date/time on which a security begins to accrue interest (can

be different to the closing date).

C O N D I T I O N A L F I E L D S ( C ) [ = M a n d a t o r y i f a s p e c i f i c c o n d i t i o n a p p l i e s , o t h e r w i s e O p t i o n a l ]



A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

E

E

E

E

E


106

IPSD (Interest Period

Starting Date)

PAYD (Payment date)

IPED (Interest Period End date)

MATD (Maturity Date)

DD/MM/YYYY

critical for NGN

Straight, ABS, CLN, CDO, Partly

Paid Note, etc

NGN/CGN

C/D

GP/Defi nitive

3 (c) 7, Reg S, 144A, SEC, RLS

Y/N

UK, Irish, EURONEXT, Luxem-

bourg, etc…

Euroclear or Clearstream



(If coupon type = FRN or RANGE)



M if NGN

M if debt

M if debt

if legal form = Bearer

M if initial physical form is GT

M if legal restrictions apply or if a Risk-Linked security

M if NGN/NSS

If NSS, fl ag must be (Y)

M if listed

M if CLN and LPN

M if ECB debt NGN/NSS.

CSK Election Form to be fi lled in by issuer agent or

Principal Paying agent

M if NGN/NSS.

ICSDs will perform mandate allocation rules where

applicable so appointment of Common Service Provider

should not be specifi ed in he programme documentation.

Issuing & Paying Agent to confi rm

Common Service Provider appointed if ICSDs unable to

follow mandate allocation rules.

Date/time at which the rate determination is made, also called

determination date.

Planned fi nal repayment date known at the time of issuance.

Jurisdiction (country, county, state, province, city) of the issue.

It indicates the type of deal for structured fi nance.

Identifi es if the security will be issued in New Global Note (NGN) or

Classical Global Note (CGN).

New Global Note (NGN): Form of global certifi cate which refers to

the books and records of the ICSDs to determine the IOA.

Classical Global Note (CGN): Form of global certifi cate which

requires physical annotation on the attached schedule to refl ect

changes in the IOA.

New Safekeeping Structure (NSS): A holding arrangement for

registered form Classical Global Notes (CGN). As required by the

Eurosystem, international debt securities in registered form, issued

on or after 1 October 2010, must be safekept under the NSS to

be recognised as potentially eligible collateral for Eurosystem

monetary policy and Intra-day credit operations.

It indicates the TEFRA rule under which the security is issued.

It indicates the physical form of the securities after the exchange

of the initial certifi cate issued on the closing date.

Registration exceptions or RLS at the level of the security

or issuer.

Flag to indicate the security is intended to be held in a manner that

could allow the Eurosystem Eligibility.

Provides the place of listing of the security.

The entity(ies), asset(s) or security(ies) on which the credit

responsibility lies as identifi ed in the documentation.

The entity appointed by the ICSDs to provide safekeeping for

securities in NGN/NSS.

An entity appointed by the ICSDs to provide asset servicing for the

securities in NGN/NSS.

A

A

C O N D I T I O N A L F I E L D S ( C ) [ = M a n d a t o r y i f a s p e c i f i c c o n d i t i o n a p p l i e s , o t h e r w i s e O p t i o n a l ]



E

E

E

E

E

E

E

E

E

E

E

E

E

Interest Fixing Date

Final Maturity date

Governing law

Instrument sub-category/

structure type

Global Type

TEFRA rules

After exchange physical form

Legal restrictions

Potential Eurosystem eligibility

Place of listing

Underlying Risk

Common Safekeeper (CSK)



107

Depository

Principal Paying Agent (PPA)/Paying Agent

First Irregular Payment Date

Payment Frequency

Record date rule

Payment Currency

Fixed Interest rate

Redemption Type

Redemption Payment Currency

Warrant type of scheme

Underlying Strike Price

Underlying Strike Currency

Instrument Classifi cation

Confi dentiality

Private Placement

name + address

DD/MM/YYYY

Final Redemption, Partial

Redemption without reduction,

Partial Redemption with

reduction, Drawing at random,

Drawing pro-rata, Call, Put

European, American, Bermudan

Debt/Equity

Y/N

Y/N

M if Principal Paying Agent (PPA) cannot perform the role

of Common Depositary (CD).

ICSDs will perform mandate allocation rules where

applicable so appointment of Common Depository role

should not be specifi ed in documentation, Lead Manager

to confi rm Common Depository appointed if ICSDs unable

to follow mandate allocation rules.

M for certifi cates and debt

M if different from ZCP. (Only in case the fi rst interest

period is different from the regular interest period used

during the lifetime of the issue.)

M if different from ZCP;

If the payment frequency is not fi xed for the whole life of

security, the different frequencies have to be mentioned

M if different from standard record date rule

M if the nominal currency is not an eligible settlement

currency in an ICSD.

M if Interest type = FIX

M for certifi cates in case of PUT

M if the nominal currency is not an eligible settlement

currency in an ICSD

.

M if Warrant

M if more than one

M if more than one

Defaulted to N (non confi dential). LM to confi rm if

confi dential.

Defaulted to N. LM to confi rm if Private placement M if

more than one

An entity appointed by the relevant clearing system as a

depository for instruments issued in global or defi nitive form. The

Depository keeps the securities for safekeeping purposes on behalf

of the clearing system(s).

An agent appointed by the issuer to process the cash payments to

be made by the issuer (collection of coupon, redemption or other

monies) related to a security.

The fi rst interest payment date.

Specifi es the frequency of the interest payments.

Date/time at which positions are struck to note which parties are

entitled to receive the entitlement to a corporate event or vote at a

meeting. Standard rule = payment date -1 business day for income

payments. See ICMSA recommendation in Annex 11 of the MPB.

The ISO currency in which the payment may or must be done,

totally or partially.

Per annum ratio of interest paid to the principal amount of the

fi nancial instrument for a specifi c period of time.

It indicates the type of redemption (at maturity, i.e. fi nal redemp-

tion, or before maturity, i.e. partial redemption,

call or put).

The ISO currency for the payment of the cash proceeds.

Indicates when a warrant/option can be exercised.

The strike price of the related fi nancial instrument into which

this security can be converted.

The currency of the strike price, of the related fi nancial

instrument into which this security can be converted.

The Instrument Classifi cation defi nes and describes the

classifi cation of fi nancial instruments. The classifi cation system ap-

plies to fi nancial instruments negotiated internationally as well as

to domestic instruments. This Classifi cation Standard is intended for

use by the Clearing Systems to defi ne the type of security issued.

Indicates whether the details of the security are to be made

available to the market, or kept private between ICSDs and agency

network. See ICMSA recommendation in Annex 13 of the MPB.

The sale of securities directly to private persons, institutional inves-

tors, or both outside a public offering. Such non-public deals (often

without a publicly available prospectus) closing through the ICSDs

are placed directly with investors.

A

A

A

E

E

E

E

E

E

E

E

E

E

E

E

E



O P T I O N A L F I E L D S ( O )


108

The ISMAG taxonomy lists and defines all critical information required for high quality asset servicing, and is based on the higher volume corporate action and income events.

The checklists hereafter have been re-grouped in three documents according to the security’s and event life cycle:

Static data elements which are described in security T&C at issuance and contain information on predictable events for a security, i.e. events that will or could happen during the security lifecycle (e.g. put redemption, full call /early redemptions, interest payments, conversions, etc.) See Annex 6A: Asset Servicing Checklist “A”: Final Documentation Fields

Dynamic data transmitted post-issuance:

• to notify or complete the (unpredictable) features of a previously documented predictable event (e.g. rate fixing notifications, deadlines, etc.) See Annex 6B: Asset Servicing Checklist “B”: Notification Fields for Predictable Events;

• to notify an event not foreseen in the security T&C, whether for the so called unpredictable events, which may have separate governing event documents (e.g. exchange offers, tenders, …), or Event Lifecycle Notification, Event Outcome or Event Change Value notification.

See Annex 6C: Asset Servicing Checklist “C”: Notification Fields for Unpredictable Events.

Implementation of this taxonomy by upstream parties will ensure end-to-end market common understanding.

Recommended checklist Users Reference in MPB

“A “ Issuers, Lawyers as per New Issues information flow

“B “ Calculation Agents, Corporate as per Income and Corporate Action

Action Agents, Paying Agents information flows

“C “ Issuers, Lawyers and Corporate as per Corporate Action Information flow

Action Agents, Information Agents

How to use?1. as checklists, when drafting security or event documentation, to ensure completeness

of information required per events,2. as a data dictionary, when drafting security or event documentation, to ensure

common understanding, 3. as templates, they can be downloaded, using the Excel version on the ISMAG

websites, the relevant details be inserted then sent to the appropriate recipients.

The latter creates a standard for structured messages.

Annex 6: Taxonomy/ Asset Servicing Checklists


109

Content?On the following pages, an ISMAG checklist is provided for the most frequent Corporate Action and Income events.Each list is organised around 6 different axes:

• Family/Grouping structures the different information items identified for an event

• Field Name refers to the information required, to facilitate common understanding/language

• Value details the format for a particular item, avoiding ambiguity

• Application method refers to specific conditions or recommendations to consider, and if met, the details are required

• Definition describes the ‘field name’, to ensure a common understanding and language

• Priority identifies whether information is Mandatory, Conditional – see ‘application method’ - or Optional for a given event

Voluntary Events Mandatory Events

“A” Security features Security features

“A” Put redemption, Conversion, Exer-

cise of warrants, General meeting,

Consent

Interest payment, Early redemption/call op-

tion, Partial redemption with pool factor, Final

redemption, Redemption in cash or shares

“B” Conversion, Exercise of warrants,

Put redemption

Interest payment, Early redemption/call option,

Partial redemption with pool factor, Final re-

demption, Redemption in cash or shares

“C” Consent, Meetings, Repurchase/

tender offer, Exchange offer, Event

Outcome

Event Change Value Notifi cation, Credit event,

Security Change Value Notifi cation, Event

Lifecycle Notifi cation


110

Annex 6A: Asset Servicing Checklists “A”: Final Documentation Fields

ISMAG.WG.AS.Information Templates.v06.14.xlsFinal Documentation Fields Asset Servicing Checklist A

Security Features

Group Group details Priority Field Name Value Application method Definition

Security Features

Identifiers, Contact Details

M Contact Name (blank) (blank) The details (name, e-mail address and/or telephone number) at the agent in case further clarifications are required.

ISIN [ISIN] (blank) A 12-digit security identification code comprised of a 2-digit ISO 3166 country code, a 9-digit national number (e.g. cusip) and a 1-digit 'check number'.

Security Name (blank) (blank) Description of the financial instrument as provided by the agent. C Common Code (blank) If Common code already allocated A 9-digit number used to uniquely identify individual securities between the ICSDs and their

participants, and allocated by either of the ICSDs.Main Security Features

M Nominal Currency [CCY] (blank) The ISO currency in which the security is being Issued

Paying Agent (Principal) (PPA) [NAME], [CITY LOCATION] (blank) An agent appointed by the issuer to process the cash payments to be made by the issuer (collection of coupon, redemption or other monies) related to a security.

Interest Type ZCP, FIX, FRN, DUAL BASIS, N/A (blank) Whether interest rate is fixed, variable or other.ZCP (zero coupon), FIX (fixed), FRN (floater rate note), DUAL BASIS, N/A (e.g. for warrants). See Interest Template in Annex 6A of the MPB, except for ZCP.

Business Day Convention Following Business Day, Modified Following Business Day, Preceding Business Day, …

(blank) Specifies how a date is adjusted when it falls on a non-business day.

Financial Centre for Payments Country or City Name See ICMSA Recommendation in Annex 10 of the MPB

Financial place taken into account to adjust the date and time, as defined within the business day convention. See ICMSA Recommendation in Annex 10 of the MPB

Payment Currency [CCY] (blank) The ISO currency in which the payment may or must be done, totally or partiallyDay Count Convention 30/360, Act/360, Act/365(Fixed),

Act/Act(ICMA), Act/Act(ISDA), 30E/360, …

See ISMAG Recommendation in Annex 8 of the MPB

Specifies the computation method of (accrued) interest of the security. See ISMAG Recommendation in Annex 8

Final Maturity Date [DATE] (blank) Planned final repayment date known at the time of issuance.Grace Period End Date Rule [RULE] (blank) Rule to determine the ultimate date the issuer can pay before a default event is triggered

Notice Day Type Business days, Calendar days (blank) Defines the type of days referred to: Business days or Calendar daysFinancial Centres for Notice Days Country or City Name (blank) Financial place taken into account to determine the day on which the notice has to be

provided.Conditional Fields: Unit/Nominal

M Trading Method Nominal, Units See ISMAG Recommendation in Annex 9 of the MPB

Indicates whether the notional amount value is to be traded in either an amount or a unit. See ISMAG Recommendation in Annex 9.

C Unit Value [AMOUNT] If trading method = unit The value of one unit (reflected in the currency of issuance) Aggregate Issue Size [QUANTITY] If trading method = unit Total number of units issued.Nominal Amount [CCY], [AMOUNT] If trading method = nominal Total Nominal Amount issued and Currency of issuance.Aggregate Proceeds Amount [CCY], [AMOUNT] If trading method = unit This figure is used as a control to verify whether the information provided is correct. It

represents the Unit Issue Price multiplied by the Aggregate Issue Size.Minimum Tradeable Size [QUANTITY] If trading method = unit. Must specify

if there is a Minimum Tradeable Size. The minimum quantity of securities that can be transferred (in number of units).

Denomination (Minimum) [AMOUNT] If trading method = nominal.Must specify if there is a minimum denomination. The ICSDs need to ensure the documentation is in line with the ICMSA guide on Denominations and the exchange from Global to Definitive Notes.

The minimum amount of the security that can be transferred.

Multiple Tradeable Size [QUANTITY] If trading method = unit. If different from the Minimum Tradeable Size

The smallest quantity of securities that can be transferred. If a Minimum Tradeable Size exists, it represents the higher integral multiple amount. (in number of units).

Denomination (Multiple) [AMOUNT] If trading method = nominal and if different from the Denomination

The smallest amount of the security that can be transferred. If a denomination exists, it represents the higher integral multiple amount. The ICSDs will ensure the higher integral multiple amount is wholly divisible into the nominal amount of the issue.

Optional security features

C Call Option Y, N If Y, see Call Option template in Annex 6A of the MPB.

Indicates whether the security has a Call Option embedded.

Put Option Y, N If Y, see Put Option template in Annex 6A of the MPB.

Indicates whether the security has a Put Option embedded.

Final Redemption Y, N If Y, see Final Redemption template in Annex 6A of the MPB.

Indicates whether the security has a Final Redemption.

Redemption in Cash or Shares (Issuer's option)

Y, N If Y, see Redemption in Cash or Shares template in Annex 6A of the MPB.

Indicates whether the security has a Redemption in Cash or Shares, at Issuer's option.

Partial Redemption (without reduction of nominal value)

Y, N If Y, see Partial Redemption template in Annex 6A of the MPB.

Indicates whether the security has a Partial Redemption option embedded.

General Meeting Y, N If Y, see General Meeting template in Annex 6A of the MPB.

Indicates whether the security has a General Meeting embedded, for which a Voting Quorum would apply.

Consent Solicitation Y, N If Y, see Solicitation of Noteholders Consent template in Annex 6A of the MPB.

Indicates whether the security has a Consent Sollicitation option embedded, for which a Consent Level would be required.

Conversion Option Y, N If Y, see Conversion Option template in Annex 6A of the MPB.

Indicates whether the security has a Conversion Option embedded.

Warrant Exercise Y, N If Y, see Exercise of Warrants templates in Annex 6A of the MPB.

Indicates whether the security has a Warrant Excercise embedded.


111

Call Option Asset Servicing Checklist A

Scope: Full Call - Early Redemption: Issuer's Option

Group Group details

Priority Field Name Value Application method Definition

Event Details of the Event

M Redemption Type Final Redemption, Partial Redemption without reduction, Partial Redemption with reduction, Drawing at random, Drawing pro-rata, Call, Put

(blank) It indicates the type of redemption (at maturity , i.e. final redemption, or before maturity , i.e. partial redemption, call or put)

Exercise Period Frequency (blank) (blank) Specifies the frequency (occurrence) of the event. E.g. single/ with a frequency/ at any time.

Redemption Payment Type Mixed or cash, Physical only (blank) It indicates whether the issuer has the option to define the proceed nature. (cash, shares, odd lots, etc)

Minimum Notice Period [NUMBER] (blank) Min. notice in days the issuer must give to notify of a change. Eg. for a suspension period, min X days before the occurrence, for a price/ratio change, min X days before the effective date.

Maximum Notice Period [NUMBER] (blank) Max. notice in days the issuer must give to notify the outcome of an event. Eg. if the proceed amount is unknown, the issuer will advise Max X days after the fixing date.

Corporate Action Event Description Call Option (Issuer's Option) (blank) Call Option (Issuer's Option)

Instruction Certification M Certification Flag Y, N (blank) Whether or not certification is required from the account owner.Y: certification requiredN: no certification required

C Certification Type SNUS, LNUS, QIBC, ACCI, CERR, OTHR, UNKN

If Certification Flag = Y Code indicating the type of certification required.SNUS Short form Non-U.S. : Beneficial ownership certification under US securities or tax lawsLNUS Full form Non-U.S. : Beneficial ownership certification under US securities or tax laws

QIBC Qualified buyer : Qualified institutional buyer certificationACCI Accredited Investor : Accredited investor certification requiredCERR Certificate required : Physical certificate requiredOTHR Other : Specific electronic certificationUNKN Unknown : Required certification type unknown

Electronic Certification Foreseen 'Y' by Default If Certification Flag = Y. See ISMAG Recommendation on Paperless Event Processing in "CA Processing".

No paper forms required, electronic certification accepted

Proceeds Main Proceeds Information

M Redemption Date [DATE] (blank) Date, prior to Final Maturity, upon which securities can be redeemed in return for the payment of principal, e.g. call option or triggered event.

C Payment Date (Earliest) [DATE] In case Payment Date <> next Interest Payment Date


Main Proceeds Ratio

M Record Date Rule [RULE] For programme: If different from programme facility rule. See ICMSA Recommendation in Annex 11 of the MPB

Rule that defines date/time at which positions are struck at the end of the day to note which parties will receive the relevant amount of entitlement, due to be distributed on payment date.. See ICMSA Recommendation in Annex 11 of the MPB

Redemption Price Available Y, N (blank) Indicates whether the redemption price is available, or still to be fixed at a later date.

C Redemption Price [%], [AMOUNT] If Redemption Price Available = Y Code used to specify the percentage or price payable per denomination, i.e. at par, above par or below par.Expressed in % for issues in Nominal form, in Amount for issues in Unit form.

Fixing or Valuation Date [DATE] If there is a fixing or valuation to be actioned to calculate the settlement amount (and/or cash fraction amount), for European/Bermuda style Warrants, and for put options with redemption date(s) if price unknown


O Redemption Premium Amount (per denomination)

[CCY], [AMOUNT] (blank) Cash payment (not interest), in addition to principal, at the redemption of a bond or unit; may be subject to different rates of taxation. Expressed as an amount per denomination.


112

Put Option Asset Servicing Checklist A

Scope: Holder's option to present some or all of securities during a specific period for payment in cash, to be paid on the Interest Payment Date.



M Corporate Action Event Description Put Option (Holder's Option) (blank) Put Option (Holder's Option)

Redemption Type Final Redemption, Partial Redemption without reduction, Partial Redemption with reduction, Drawing at random, Drawing pro-rata, Call, Put





Conditional Event

C Conditional Event Option Y, N If conditions exist Defines under which circumstances an option may be exercised

Event Conditions Free text If conditions defined that prevent conversion / exercise during specific periods

Specifies the conditions and period/dates during which conversion/exercise rights may or may not be undertaken

Notice day count for event conditions

[RULE] If Conditional Event Option = Y Rule that defines the minimum number of days before the start date of the option period, the issuer will advise if the option goes through or not. Or, if there is a condition to be fullfilled during the option period (eg. the conversion instructions will be executed if at least X percent participated to the conversion option), this field indicates the maximum number of days after the option period the issuer will advise if the option goes through or not.

Instruction Details related to Inx

M Period of Action [DATES] (from - to) specific to event (blank) Period (Date and Time) during which the specified option or all options of the CA event remain valid.

Agent Deadline (Final) [DATE], [TIME], [TIMEZONE] See ISMAG Recommendation on Agent Deadlines in "CA Processing" chapter of the MPB

Last day/time in the location of the Agent by when the Agent will accept instructions about a given CA event

C Exercisable Quantity (Minimum) [QUANTITY] If different from Denomination (Minimum) [for issues in nominal], or Minimum Tradeable Size [for issues in units]

Minimum quantity of securities that must be exercised

Exercisable Quantity (Multiple) [QUANTITY] If different from Denomination (Minimum) [for issues in nominal], or Minimum Tradeable Size [for issues in units]

Minimum multiple quantity of securities that must be exercised

Exercise Date Definition Rule [RULE] If American/Asian style Warrants, and Put 'at any time'

Rule that defines the date when the agent executes the instruction, e.g. usually either the date when both the instruction and notice received by the agent/issuer, or that date date +1BD, etc. Expected settlement date derived from this.

Agent Deadline (Intraday) [TIME], [TIMEZONE] If American or Asian style warrants, or PUT at any time. See ISMAG Recommendation on Agent Deadlines in "CA Processing".

Time & Timezone applicable by when the agent needs to receive instructions about a given CA event to process the same business day, e.g. 15:00 GMT

Withdrawal information

M Instruction Withdrawal Flag Y, N (blank) Indicates whether withdrawal of instruction is allowed

C Instruction Withdrawal Rule [RULE] If withdrawal flag = Y. For put options: if frequency is 'at any time'. For Warrants: if 'American/Asian Style'

Rule that defines when instructions are irrevocable, e.g. once the notice/instruction has been received by the agent, this becomes irrevocable.

Instruction Withdrawal Deadline [DATE], [TIME], [TIMEZONE] If withdrawal flag = Y + if different than Agent deadline. For put options: if frequency is different from 'at any time'. For Warrants: if 'European/Bermudan Style'.

Date/time by when instruction withdrawals are permitted

Certification M Certification Flag Y, N (blank) Whether or not certification is required from the account owner.Y: certification requiredN: no certification required






>>


113




C Expected Settlement Date Rule [RULE] If American or Asian style warrants, or Put options 'at any time'


Main Proceeds Ratio

M Redemption Price Available Y, N (blank) Indicates whether the redemption price is available, or still to be fixed at a later date.




Fixing or Valuation Method Ratio, Formula If a fixing or valuation is required Method by which the proceeds ratio will be calculatedFixing or Valuation Date Rule [RULE] If Fixing/Valuation required to

calculate the settlement amount and/or cash fraction amount




Accrued interest

M Accrued Interest Flag Y, N (blank) Indicates if the holder is entitled to accrued interest

Accrued Interest Period Rule [RULE] (blank) Rule that defines the period on which the exercising holder will receive the interest, e.g. from the last interest payment date to, but excluding the exercise date


114

Conversion Option Asset Servicing Checklist A

Scope: Conversions into shares, including issuers option to pay cash instead of shares



M Corporate Action Event Description Conversion Option (Holder's Option) (blank) Conversion Option (Holder's Option)



Conditional Event








Conversion Date Definition Rule [RULE] (blank) Rule that defines the date when the agent executes the instruction, e.g. usually either the date when both the instruction and notice received by the agent/issuer, or that date date +1BD, etc. Expected settlement date derived from this.



Agent Deadline (Intraday) [TIME], [TIMEZONE] See ISMAG Recommendation on Agent Deadlines in "CA Processing" chapter of the MPB


C Exercisable Quantity (Minimum) [QUANTITY] If different from Denomination (Minimum) [for issues in nominal], or Minimum Tradeable Size [for issues in units]















M Proceeds Name Security Name (blank) The name of the securities that represent the proceeds of the exercise.

Proceeds Dividend Right New, Pari Passu (blank) The dividend right of the related security, i.e. indicating whether the shares/DRs are new or rank Pari Passu

Ownership Shares Rule [RULE] (blank) Rule that defines when the exercising holder receives ownership of the sharesLocal Market Settlement Details [BANK, A/C #, SWIFT BIC] (blank) Details of local market settlement agent, i.e. where the securities are being delivered from

(Bank/Counterparty/BIC code)C Proceeds ISIN [ISIN] If ISIN already allocated ISIN identification of the securities that represent the proceed of the exercise.


Expected Settlement Date Rule [RULE] If American or Asian style warrants, or Put options 'at any time'


Restriction Type (blank) If restrictions apply Description of the holding restrictions on the proceedsMain Proceeds Ratio

M Conversion Ratio [SHS] : [NOM] (blank) Number of shares to be received per nominal value of bond presented for conversion , e.g. Nominal of bond * (FX rate) / price per share

Conversion Price [CCY], [PRICE] (blank) Price of one underlying security to be used in the formula to calculate the number of proceeds to be received

C FOREX Rate (blank) If denomination currency differs from payable currency of underlying security


Fractions C Disposition of fractions BUYU, CINL, DIST, RDDN, RDUP, STAN

Required if fractions created from exchange

Specifies how fractions resulting from derived securities will be processed or pro-rated. BUYU Buy Up: Additional cash paid by the intended recipient to buy-up to the next whole number of security entitlement

CINL Fractional Part for Cash: Receive cash in lieu of fractionsDIST Distributed: Take distribution of fractions in the form of securitiesRDDN Round Down: Round Down to the nearest whole numberRDUP Round Up: Round up to the nearest whole numberSTAN Standard: If the fraction is greater than or equal to 0.5 of a security, Round-up; if less then 0.5, Round-down

Cash Fractions Currency [CCY] If disposition of fractions = CINL The ISO currency for the payment of the odd-lot amount.Cash Fractions Calculation Rule [RULE] If disposition of fractions = CINL Rule that defines how the cash fractions payable will be calculatedFixing or Valuation Date [DATE] If disposition of fractions = CINL,

and for European/ Bermuda style Warrants


Fixing or Valuation Date Rule [RULE] If disposition of fractions = CINL, and for American/ Asian style Warrants


Accrued interest


>>


115


Proceeds Accrued interest

M Accrued Interest Period Rule [RULE] (blank) Rule that defines the period on which the exercising holder will receive the interest, e.g. from the last interest payment date to, but excluding the exercise date

Additional Proceeds information

C Proceeds Option Ratio (blank) If Proceed Option (GDR/ADR) applicable

In case an exercising holder wishes to receive 'alternaive securities', this details the applicable ratio, e.g. if 1 GDR represents 10 shares

DR Delivery Agent [NAME], [CITY LOCATION] If Proceed Option (GDR/ADR) applicable

An agent appointed by the Issuer to deliver proceeds of conversion or exchanges of securities.

DR Conversion Price [CCY], [PRICE] If Proceed Option (GDR/ADR) applicable

Price of one underlying security to be used in the formula to calculate the number of proceeds to be received

DR Proceeds ISIN [ISIN] If Proceed Option (GDR/ADR) applicable, and if ISIN already allocated

ISIN identification of the securities that represent the proceed of the exercise.

DR Proceeds Name (blank) If Proceed Option (GDR/ADR) applicable

The name of the securities that represent the proceed of the exercise.

DR Proceeds Dividend Right New, Pari Passu If Proceed Option (GDR/ADR) applicable

The dividend right of the related security, i.e. indicating whether the shares/DRs are new or rank Pari Passu

DR Local Market Settlement Details [BANK, A/C #, SWIFT BIC] If Proceed Option (GDR/ADR) applicable

Details of local market settlement agent, i.e. where the securities are being delivered from (Bank/Counterparty/BIC code)

DR FOREX Rate (blank) If Proceed Option (GDR/ADR) applicable, and if denomination currency differs from payable currency of underlying security


Ownership DR Rule [RULE] If Proceed Option (GDR/ADR) applicable

Rule that defines when the exercising holder receives ownership of the DRs

O Proceeds Option GDR, ADR (blank) Indicates if alternative securities are available to the exercising holder(s), e.g. GDR, ADR in place of ordinary or new shares

Issuer option to pay cash

C Fixing or Valuation Date Rule [RULE] If cash indicator = Y Rule that defines when the fixing or valuation will occur, e.g. X days after exercise date.



Notice Day Count Rule [RULE] If the Issuer has the right to pay in cash instead of converting to shares


Cash Settlement Currency [CCY] If the Issuer has the right to pay in cash instead of converting to shares, and if different from nominal currency


Cash Calculation Method [FORMULA] If the Issuer has the right to pay in cash instead of converting to shares






116

Redemption in Cash or Shares Asset Servicing Checklist A

Scope: Redemption in Cash or Shares - Issuer's option (subject to fixing or valuation)

Group Group details







Redemption Date [DATE] (blank) Date, prior to Final Maturity, upon which securities can be redeemed in return for the payment of principal, e.g. call option or triggered event.




Redemption Formula or Conditions Free text (blank) Description of formula components/ conditions applicable for the redemption calculations or any details related to the payment.

Proceeds Strike Price [CCY], [PRICE] (blank) The strike price of the securities that represent the proceed of the exercise of the conversion

Proceeds Strike Currency [CCY] (blank) The ISO currency of the strike price, of the securities that represent the proceed of the exercise or the conversion

Corporate Action Event Description Final Redemption in Cash or Shares (blank) Final Redemption in Cash or Shares, subject to fixing/valuation (Issuer's Option)

C Fixing or Valuation Date [DATE] If there is a fixing or valuation to be actioned, this field is mandatory


FOREX Rate (blank) If denomination currency differs from payable currency of underlying security








Proceeds Cash Proceeds

M Redemption Price Value as defined in Redemption Type

(blank) Code used to specify the percentage or price payable per denomination, i.e. at par, above par or below par.Expressed in % for issues in Nominal form, in Amount for issues in Unit form.



Security Proceeds


Proceeds Ratio per Denomination Ratio per Denomination (blank) The quantity of security proceeds per existing security denomination (existing security > new security)


Ownership Shares Rule [RULE] (blank) Rule that defines when the exercising holder receives ownership of the shares

Local Market Settlement Details [BANK, A/C #, SWIFT BIC] (blank) Details of local market settlement agent, i.e. where the securities are being delivered from (Bank/Counterparty/BIC code)

C Proceeds ISIN [ISIN] If ISIN already allocated ISIN identification of the securities that represent the proceed of the exercise.Restriction Type (blank) If restrictions apply Description of the holding restrictions on the proceeds





Cash Fractions Currency [CCY] If disposition of fractions = CINL The ISO currency for the payment of the odd-lot amount.Cash Fractions Calculation Rule [RULE] If disposition of fractions = CINL Rule that defines how the cash fractions payable will be calculated


117

Final Redemption Asset Servicing Checklist A

Scope: Variable Income Notification: Final Redemption

Group Group details



M Calculation Agent [NAME], [CITY LOCATION] (blank) An agent appointed by the issuer to process and disseminate coupon rate fixing or redemption information and to determine the amount payable under a security.



Corporate Action Event Description Final Redemption (blank) Final Redemption






M Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.

C Payment Date (Earliest) [DATE] In case Payment Date <> next Interest Payment Date


Main Proceeds Ratio

M Formula Description or Conditions Free text (blank) Description of formula components/ conditions applicable for the income calculations (including observation periods, margin %, index,…) or any details related to the payment.







General Meeting Asset Servicing Checklist A

Notification content from upstream to Common Depository / Common Service Provider



M Corporate Action Event Description General Meeting (blank) General Meeting

Voting Quorum [% of Nominal Amount Issued], [% of Total Issued Shares]

(blank) Defines the required level of voting needed in order for the meeting to proceed. If the quorum is not met, the meeting is adjourned.Value depends on Issuance Type, Equity vs. Bond.


118

Exercise of Warrants Asset Servicing Checklist A

Scope: Warrants expiring into cash. Notification template required to announce the valuation/proceeds per warrant in the case of an automatic exerciseNotification Type: Template to confirm the valuation / proceeds per warrant.



M Warrant Agent [NAME], [CITY LOCATION] (blank) The entity appointed by the Issuer to process the exercising of warrants, sometimes responsible for the issuance of the warrants into the market.

Expiry Date [DATE] For Warrants Date upon which the warrants expireMinimum Notice Period [NUMBER] (blank) Min. notice in days the issuer must give to notify of a change. Eg. for a suspension period,

min X days before the occurrence, for a price/ratio change, min X days before the effective date.


Default Action Automatic Exercise, or Lapse (blank) Defines the action taken by the Issuer in case of non-exercise by the holderLast Settlement Date for Warrants [DATE] (blank) Last possible date to settle trades or transactions in the warrant

Corporate Action Event Description Exercise of warrants (blank) Exercise of Warrants

C Exercise Date or Period Frequency [DATES] (from - to) specific to event If Asian or Bermuda style warrants Specifies the frequency (occurrence) of the event.

Warrant Type European, American, Bermudan, Asian

If instrument category = warrant For Warrants: Indicates when a warrant/option can be exercised

Warrant Option Type Put, Call If instrument category = warrant Specifies whether it is a call option (right to purchase a specific underlying asset) or a put option (right to sell a specific underlying asset).

Warrant Proceeds Options Cash, Securities or Cash AND Securities

If instrument category = warrant Specifies whether resulting proceeds are cash, securities or cash AND securities

Additional Warrant Exercise Option Cash, Securities or None If instrument category = warrant Specifies what needs to be exericsed in addition to the warrant to receive the proceeds

Reference Underlying Assets Commodities, Stock-Equities, basket, indices, Currencies, etc

If instrument category = warrant Indicates the type of the reference underlying assets

Default Action Application [DATE], [TIME] If Automatic Exercise or Lapse applicable

Date/time when Issuer may automatically exercise or Lapse warrants

Conditional Event










C Exercise Date [DATE] For European/Bermuda style warrants

Date upon which the warrants are exercised

Exercisable Quantity (Minimum) [QUANTITY] If different from Denomination (Minimum) [for issues in nominal], or Minimum Tradeable Size [for issues in units]




















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119



M Proceeds Cash Currency [CCY] (blank) The ISO currency in which the payment may or must be done, totally or partially

C Expected Settlement Date [DATE] For European/Bermuda style warrants




Main Proceeds Ratio

C Fixing or Valuation Date [DATE] If there is a fixing or valuation to be actioned to calculate the settlement amount (and/or cash fraction amount), for European/Bermuda style Warrants, and for put options with redemption date(s) if price unknown


Fixing or Valuation Method Ratio, Formula If a fixing or valuation is required Method by which the proceeds ratio will be calculatedFixing or Valuation Date Rule [RULE] If Fixing/Valuation required to

calculate the settlement amount and/or cash fraction amount





120

Exercise of Warrants Asset Servicing Checklist A

Scope: To define Final Documentation content only for warrants not subject to an Automatic ExerciseWarrants + Cash = Shares



M Corporate Action Event Description Exercise of warrants (blank) Exercise of Warrants

Warrant Agent [NAME], [CITY LOCATION] (blank) The entity appointed by the Issuer to process the exercising of warrants, sometimes responsible for the issuance of the warrants into the market.

Expiry Date [DATE] For Warrants Date upon which the warrants expireMinimum Notice Period [NUMBER] (blank) Min. notice in days the issuer must give to notify of a change. Eg. for a suspension period,

min X days before the occurrence, for a price/ratio change, min X days before the effective date.


Default Action Automatic Exercise, or Lapse (blank) Defines the action taken by the Issuer in case of non-exercise by the holderLast Settlement Date for Warrants [DATE] (blank) Last possible date to settle trades or transactions in the warrant

C Exercise Date or Period Frequency [DATES] (from - to) specific to event If Asian or Bermuda style warrants Specifies the frequency (occurrence) of the event.

Warrant Type European, American, Bermudan, Asian

If instrument category = warrant For Warrants: Indicates when a warrant/option can be exercised

Warrant Option Type Put, Call If instrument category = warrant Specifies whether it is a call option (right to purchase a specific underlying asset) or a put option (right to sell a specific underlying asset).

Warrant Proceeds Options Cash, Securities or Cash AND Securities

If instrument category = warrant Specifies whether resulting proceeds are cash, securities or cash AND securities

Additional Warrant Exercise Option Cash, Securities or None If instrument category = warrant Specifies what needs to be exericsed in addition to the warrant to receive the proceeds

Reference Underlying Assets Commodities, Stock-Equities, basket, indices, Currencies, etc

If instrument category = warrant Indicates the type of the reference underlying assets

Default Action Application [DATE], [TIME] If Automatic Exercise or Lapse applicable

Date/time when Issuer may automatically exercise or Lapse warrants

Conditional Event










C Exercise Date [DATE] For European/Bermuda style warrants

Date upon which the warrants are exercised

Exercisable Quantity (Minimum) [QUANTITY] If different from Denomination (Minimum) [for issues in nominal], or Minimum Tradeable Size [for issues in units]








Additional Excercise leg

C Warrant Agent Payment Details [BANK, A/C #, SWIFT BIC] If warrant exercise costs payable M if additional exercise option = cash

Exercise Price [CCY], [PRICE] For Warrants The amount of cash to be presented with each warrant to receive the proceed security

Cash Payment Date Rule [RULE] M if Additional Exercise Option = Cash

Rule that defines how many days after the exercise date the cash should be in the account of the paying agent













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121

pGroup Group details Priority Field Name Value Application method Definition



Proceeds Strike Price [CCY], [PRICE] (blank) The strike price of the securities that represent the proceed of the exercise of the conversion

Proceeds Strike Currency [CCY] (blank) The ISO currency of the strike price, of the securities that represent the proceed of the exercise or the conversion


Ownership Shares Rule [RULE] (blank) Rule that defines when the exercising holder receives ownership of the sharesLocal Market Settlement Details [BANK, A/C #, SWIFT BIC] (blank) Details of local market settlement agent, i.e. where the securities are being delivered from

(Bank/Counterparty/BIC code)C Proceeds ISIN [ISIN] If ISIN already allocated ISIN identification of the securities that represent the proceed of the exercise.


Expected Settlement Date [DATE] For European/Bermuda style warrants




Restriction Type (blank) If restrictions apply Description of the holding restrictions on the proceedsMain Proceeds Ratio

C Exercise Ratio (blank) For Warrants Notional amount of warrants to be presented per proceed security







Cash Fractions Currency [CCY] If disposition of fractions = CINL The ISO currency for the payment of the odd-lot amount.Cash Fractions Calculation Rule [RULE] If disposition of fractions = CINL Rule that defines how the cash fractions payable will be calculatedFixing or Valuation Date [DATE] If disposition of fractions = CINL,

and for European/ Bermuda style Warrants


Fixing or Valuation Date Rule [RULE] If disposition of fractions = CINL, and for American/ Asian style Warrants


Issuer option to pay cash

C Fixing or Valuation Date Rule [RULE] If cash indicator = Y Rule that defines when the fixing or valuation will occur, e.g. X days after exercise date.



Notice Day Count Rule [RULE] If the Issuer has the right to pay in cash instead of converting to shares


Cash Settlement Currency [CCY] If the Issuer has the right to pay in cash instead of converting to shares, and if different from nominal currency


Cash Calculation Method [FORMULA] If the Issuer has the right to pay in cash instead of converting to shares






122

Interest Asset Servicing Checklist A

Scope: Variable Income Notification: Coupon

Group Group details




Interest Payment Type Cash or shares If the proceeds are conditional to a specific event/ reference entity, details of the condition have to be provided.

Form of interest payment, whether the investor will receive interest in the form of cash or securities . The proceeds can be conditional


Corporate Action Event Description Variable Income Notification: Coupon

(blank) Variable Income Notification: Coupon

C Adjustment of Interest Period Adjusted, Unadjusted If Interest Type = FIX , FRN Specifies whether the interest period end date moves if the planned interest end date falls on a non-business day. Required for both Fixed and Variable rate securities.

Interpolated Rate (blank) If irregular coupon Defines the calculation applicable in the case of an irregular (short/ long) coupon

C Fixed Interest Rate [%] If Interest Type = FIX Per annum ratio of interest paid to the principal amount of the financial instrument for a specific period of time.

Initial Interest Type FIX, FRN If Interest Type = DUAL BASIS Per annum ratio of interest paid to the principal amount of the financial instrument for the Initial Interest Type Period

Initial Interest Type Period [Dates] (from - to) specific to initial interest type

If Interest Type = DUAL BASIS Period during which the Initial Interest Type applies for a Dual Basis security (FRN to FIX or FIX to FRN)

Interest Daily Accrual Period [Dates] (from - to) specific to period If coupon bearing issue, except range notes

Interest period of a plain vanillia instruments where a rate of interest (generally annual rate) is applied on every single day of the interest period defined from and including the start date of the period to but excuding the end date of the period.

Observation Period [Dates] (from - to) specific to period If range note Period during which the value of the underlying security, the index or any type of reference determining interest amount, is taken into consideration for the rate calculation. May be different from the coupon accrual period.

O Fixed Coupon Amount [CCY], [AMOUNT] Should only be provided if Interest Type = FIX and Interest Period is Unadjusted.

Amount of fixed interest that will be received per denomination







Main Proceeds Ratio



Formula Description or Conditions Free text (blank) Description of formula components/ conditions applicable for the income calculations (including observation periods, margin %, index,…) or any details related to the payment.

C Fixing or Valuation Date [DATE] If there is a fixing or valuation to be actioned to calculate the settlement amount (and/or cash fraction amount), for European/Bermuda style Warrants, and for put options with redemption date(s) if price unknown



123

Partial Redemption Asset Servicing Checklist A

Scope: Partial redemption without Reduction of Nominal ValueNotification Type: Template to announce the partial redemption.

Group Group details










Corporate Action Event Description Partial Redemption without reduction of nominal value

(blank) Partial Redemption without reduction of nominal value







Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.C Payment Date (Earliest) [DATE] In case Payment Date <> next

Interest Payment DateEarliest date on which the cash distribution can occur

Main Proceeds Ratio

M Formula Description or Conditions Free text (blank) Description of formula components/ conditions applicable for the income calculations (including observation periods, margin %, index,…) or any details related to the payment.







Solicitation of Noteholders Consent Asset Servicing Checklist A

Noteholders Consent Solicitation



M Corporate Action Event Description Solicitation of Noteholders Consent (blank) Solicitation of Noteholders Consent

Consent Level Required [% of Nominal Amount Issued] (blank) Defines the required level of consent needed in order for the requested change to proceed. If the consent level is not met, the change will not proceed.


124

Annex 6B: Asset Servicing Checklists “B”: Notification Fields for Predictable Events

Put Option Asset Servicing Checklist B

Scope: Holder's option to present some or all of securities during a specific period for payment in cash, to be paid on the Interest Payment Date.Notification Type: Template to announce the start of the corporate event. See MPB flow a' in section 3.2.2.1



M ISIN [ISIN] (blank) A 12-digit security identification code comprised of a 2-digit ISO 3166 country code, a 9-digit national number (e.g. cusip) and a 1-digit 'check number'.

Security Name (blank) (blank) Description of the financial instrument as provided by the agent. Contact Name Name at original executing Agent

entity(blank) The details (name, e-mail address and/or telephone number) at the agent in case

further clarifications are required.CAEV BPUT (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Cash





Market Deadline [DATE], [TIME], [TIMEZONE] (blank) Date upon which the issuer has set as the deadline to respond with instructions. Expiry Date (on the market).



Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.Main Proceeds Ratio

C Generic Cash Price per Product Received

[%], [AMOUNT] If Pool Factor (Amortisation) previously paid

Generic cash price received per denomination by the underlying security holder either as a percentage or an amount, depending on the trading method, taking the pool factor into consideration. (e.g. Redemption Price x Pool Factor= Generic Cash Price per Product Received)

Call Option Asset Servicing Checklist B

Scope: Full Call - Early Redemption: Issuer's OptionNotification Type: Template to announce the corporate event. See MPB flow b' in section 3.2.2.2




Security Name (blank) (blank) Description of the financial instrument as provided by the agent. Paying Agent (Principal) (PPA) [NAME], [CITY LOCATION] (blank) An agent appointed by the issuer to process the cash payments to be made by the

issuer (collection of coupon, redemption or other monies) related to a security.

Paying Agent (Principal) Contact Details

Free text (blank) Contains the details (name, e-mail address and/or telephone number) of sender at the agent in case further clarifications are required.

Calculation Agent [NAME], [CITY LOCATION] (blank) An agent appointed by the issuer to process and disseminate coupon rate fixing or redemption information and to determine the amount payable under a security.

Calculation Agent Contact Details Free text (blank) Contains the details (name, e-mail address and/ or telephone number) of the sender at the agent in case further clarifications are required.

CAEV MCAL (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Cash

C Notification Version [NUMBER] Required in case of amendment/ update to previous notification

Identification of an update/ amendment to be made on information received for current payment. Each amendment should be numbered chronologically.

O Announcement Date [DATE] See CAJWG Recommendations in Annex 15 of the MPB

Date upon which the issuer or its agent announces that a CA event will occur.


M Payment Currency [CCY] (blank) The ISO currency for the payment of the cash proceeds.

Redemption Date [DATE] (blank) Date, prior to Final Maturity, upon which securities can be redeemed in return for the payment of principal, e.g. call option or triggered event.

Value Date [DATE] (blank) Date/time at which cash is credited or debited to/from the account owner. It is the effective payment date as adjusted in case the scheduled date falls on a non business day.

Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.C Previous Pool Factor [%] Required if partial redemption

occurredFactor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) until the next redemption (factor) date.

O Formula / Additional Details Free text (blank) Details of formula used for the income calculations (including observation periods, margin %, index,…) or any details related to the payment.

Total Outstanding Amount [AMOUNT] or [QUANTITY] (blank) Total original amount or quantity of units taken into consideration for the payment

Total Cash Amount Payable [AMOUNT] (blank) Total amount of cash to be paid by the issuer for this event based on the total outstanding amount.

Main Proceeds Ratio

M Redemption Price [%], [AMOUNT] (blank) Code used to specify the percentage or price payable per denomination, i.e. at par, above par or below par.Expressed in % for issues in Nominal form, in Amount for issues in Unit form.

C Generic Cash Price per Product Received




125

Conversion Option Asset Servicing Checklist B

Scope: Conversions into shares, including issuers option to pay cash instead of shares See MPB flow a' in section 3.2.2.1

Notification Type:Template to confirm the final deadline to instruct for the conversion option before final maturity.






further clarifications are required.CAEV CONV (blank) Corporate action event indicatorCAOP SECU (blank) SECU: Securities

O Contact Name Name at local settlement agent/market entity

(blank) The details (name, e-mail address and/or telephone number) at the agent in case further clarifications are required.





Proceeds Main Proceeds Ratio

M Conversion Ratio [SHS] : [NOM] (blank) Number of shares to be received per nominal value of bond presented for conversion , e.g. Nominal of bond * (FX rate) / price per share

Conversion Price [CCY], [PRICE] (blank) Price of one underlying security to be used in the formula to calculate the number of proceeds to be received

C Fixing or Valuation Method Ratio, Formula If a fixing or valuation is required Method by which the proceeds ratio will be calculatedFOREX Rate (blank) If denomination currency differs from

payable currency of underlying security


Redemption in Cash or Shares Asset Servicing Checklist B

Scope: Redemption in Cash or Shares - Issuer's option (subject to fixing or valuation)Notification Type: Template to confirm the valuation outcome of the redemption. See MPB flow b' in section 3.2.2.2





entity(blank) The details (name, e-mail address and/or telephone number) at the agent in case further

clarifications are required.CAEV REDM (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Indicates final redemption will occur in Cash, following fixing/valuation

SECU (blank) SECU: Securities - Indicates final redemption will occur in Securities, WITHOUT Cash Fractions payable, following fixing/valuation

CASE (blank) CASE: Cash and Securities - Indicates final redemption settling in Securities WITH Cash Fractions payable, following fixing/valuation

C Fixing or Valuation Date [DATE] If there is a fixing or valuation to be actioned, this field is mandatory









C Payment Currency [CCY] If CAOP is CASH or CASE The ISO currency for the payment of the cash proceeds.Redemption Price Cash Amount Payable per 1,000

Nominal/per Unit/Cert.If CAOP is CASH Code used to specify the percentage or price payable per denomination, i.e. at par, above

par or below par.Expressed in % for issues in Nominal form, in Amount for issues in Unit form.




Security Proceeds

C Proceeds Name Security Name If CAOP = SECU or CASE The name of the securities that represent the proceeds of the exercise.

Proceeds ISIN [ISIN] If CAOP = SECU or CASE ISIN identification of the securities that represent the proceed of the exercise.Proceeds Ratio per Denomination Ratio per Denomination If CAOP = SECU or CASE The quantity of security proceeds per existing security denomination (existing security > new

security)O Local Market Settlement Details [BANK, A/C #, SWIFT BIC] (blank) Details of local market settlement agent, i.e. where the securities are being delivered from

(Bank/Counterparty/BIC code)Fractions C Cash Fractions Amount (per

denomination) [CCY], [AMOUNT] If fractions are paid in cash (DISF =

CINL)Cash amount per multiple denomination that corresponds to the fractional shares


126

Final Redemption Asset Servicing Checklist B

Scope: Variable Income Notification: Final RedemptionNotification Type: Template to confirm the valuation outcome of the redemption. See MPB flow a+b / e+f in section 4.2.3










CAEV REDM (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Cash



O Agent Reference Free text (blank) Reference used by the agent to track the trade referred to.Proceeds Main

Proceeds Information

M Payment Currency [CCY] (blank) The ISO currency in which the payment may or must be done, totally or partially

Final Maturity Date [DATE] (blank) Planned final repayment date known at the time of issuance.Value Date [DATE] (blank) Date/time at which cash is credited or debited to/from the account owner. It is the

effective payment date as adjusted in case the scheduled date falls on a non business day.

C Previous Pool Factor [%] Required if partial redemption occurred

Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) until the next redemption (factor) date.

Determination Date [DATE] Required if Category 1 sec. and if available for Category 2 sec. (see MPB)

The date on which the payable amount will be determined by combining the elements mathematically calculated on fixing date and the last elements of the formula (it may or may not coincide with the fixing date). It is often quite close to payment date.




Main Proceeds Ratio


Amount Payable per Minimum Denomination

[AMOUNT] (blank) (blank)

C Redemption Premium Amount (per denomination)

[CCY], [AMOUNT] If premium applies Cash payment (not interest), in addition to principal, at the redemption of a bond or unit; may be subject to different rates of taxation. Expressed as an amount per denomination.

pExercise of Warrants Asset Servicing Checklist B

Scope: Warrants expiring into cash. Notification template required to announce the valuation/proceeds per warrant in the case of an automatic exerciseNotification Type: Template to confirm the valuation / proceeds per warrant.

See MPB flow a' in section 3.2.2.1Group Group details Priority Field Name Value Application method Definition





further clarifications are required.CAEV EXWA (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Cash




C Period of Action [DATES] (from - to) specific to event If American or Asian style warrants Period (Date and Time) during which the specified option or all options of the CA event remain valid.

CAMV VOLU Required in ISO message Defines "Voluntary" Event: instructions from security holder requiredProceeds Main


M Expected Settlement Date [DATE] (blank) Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment

C Payment Currency [CCY] If CAOP is CASH or CASE The ISO currency for the payment of the cash proceeds.Main Proceeds Ratio


Fixing or Valuation Date [DATE] (blank) The date that will be considered to calculate the parameters and components for calculation of the proceeds amount.

C Fixing or Valuation Method Ratio, Formula If a fixing or valuation is required Method by which the proceeds ratio will be calculatedFOREX Rate (blank) If denomination currency differs from

payable currency of underlying security






127

Interest Asset Servicing Checklist B

Scope: Variable Income Notification: CouponNotification Type: Template to confirm the valuation outcome of the rate. See MPB flow a+b / e+f in section 4.2.3










CAEV INTR (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Cash





M Period of Entitlement [DATE] (from - to) specific to event (blank) Period used for the calculation of the income entitlement (dates from and to).

Number of Days in the Period [NUMBER] (blank) Defines the number of days to be taken into account for the calculation of interest.

Payment Currency [CCY] (blank) The ISO currency in which the payment may or must be done, totally or partially


C Previous Pool Factor [%] Required if partial redemption occurred

Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) until the next redemption (factor) date.

Determination Date [DATE] Required if Category 1 sec. and if available for Category 2 sec. (see MPB)

The date on which the payable amount will be determined by combining the elements mathematically calculated on fixing date and the last elements of the formula (it may or may not coincide with the fixing date). It is often quite close to payment date.




Main Proceeds Ratio

M Fixing or Valuation Date [DATE] (blank) The date that will be considered to calculate the parameters and components for calculation of the proceeds amount.

Amount Payable per Minimum Denomination


C Interest Rate [%] Required if Category 1 sec. and if available for Category 2 sec. (see MPB)

Annual rate of a financial instrument


128

Partial Redemption Asset Servicing Checklist B

Scope: Partial redemption without Reduction of Nominal ValueNotification Type: Template to announce the partial redemption. See MPB flow a+b / e+f in section 4.2.3, and ICMSA Recommendation in Annex 12 of the MPB










CAEV PRED (blank) Corporate action event indicatorCAOP CASH (blank) CASH: Cash





M Payment Currency [CCY] (blank) The ISO currency in which the payment may or must be done, totally or partially

Previous Pool Factor [%] (blank) Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) until the next redemption (factor) date.

Next Pool Factor [%] (blank) Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) that will be applicable after the redemption (factor) date.





Main Proceeds Ratio

M Amount Payable per Minimum Denomination



129

Annex 6C: Asset Servicing Checklists “C”: Notification Fields for Unpredictable Events

Solicitation of Noteholders Consent Asset Servicing Checklist C

Template to announce the Plain Vanilla Consent Solicitation (options for consent fee, early deadline and extra consent fee) See MPB a1 / a2 in section 3.2.2.3






further clarifications are required.Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online

consultation.Consent Agenda / Resolutions Free text (blank) Agenda and proposed Resolutions on which consent is solicitedConsent Level Required [% of Nominal Amount Issued] (blank) Defines the required level of consent needed in order for the requested change to

proceed. If the consent level is not met, the change will not proceed.

CAEV CONS (blank) Corporate action event indicatorC Full Consent Information (Online) website or email address If upstream parties publish this

'online', otherwise for ICSD population

Details defining where online information of the Consent may be obtained/viewed

Consent Announcement Date [DATE] If specific announcement date of consent outcome

Defines the date when the consent outcome will be announced

O Paying Agent (Principal) (PPA) [NAME], [CITY LOCATION] (blank) An agent appointed by the issuer to process the cash payments to be made by the issuer (collection of coupon, redemption or other monies) related to a security.


M Agent Deadline (Final) [DATE], [TIME], [TIMEZONE] See ISMAG Recommendation on Agent Deadlines in "CA Processing" chapter of the MPB



CAON 1, 2 (blank) Corporate action option number: this identification is assigned by account servicer to identify the option of a CA event.Required in ISO message.

CAOP CONY (blank) CONY: Positive Consent (Consent Yes)CONN (blank) CONN: Negative Consent (Consent No)

CAOP Default Action NOAC (blank) The option that holders will receive if they don't send an instruction: NOAC = No Action

C Record Date [DATE] If Event is based on Record Date. See ICMSA Recommendation in Annex 11 of the MPB

Date/time at which positions are struck at the end of the day to note which parties are entitled to vote, held positions and securities are not required to be blocked from trading upon instructions being submitted.See ICMSA Recommendation in Annex 11 of the MPB.

Blocking Type (blank) In case event is not Record Date based

Indicates if instructed/voted positions need to be blocked from trading until the latter of, 1.) the meeting date, or 2.) meeting results being published

Unblocking Date [DATE] In case event is not Record Date based

Date on which blocked (voted) securities may be unblocked, either pre-defined prior to meeting or re-defined in case of an adjourned

Blocking Type (blank) In case event is not Record Date based

Indicates if instructed/voted positions need to be blocked from trading.


Date on which blocked (intructed/disclosed) securities may be unblocked.

Disclosure M Disclosure Requested Y, N If more information on instructing party is required and/or in case matching of electronic instructions with Paper Forms is required

Defines if there is an obligation to disclose the customer name and account details.

C Disclosure Level ICSD Participant, Final Beneficial Owner


Defines if there is an obligation to disclose the name and account details of the ICSD customer, their underlying clients or the Beneficial Owner (local legislation)



C Final Instruction Withdrawal Deadline

[DATE], [TIME], [TIMEZONE] If different from Market/Agent Deadline

Final date/time by when instruction withdrawals are permitted

Proceeds Early Fee M Expected Settlement Date [DATE] (blank) Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment

C Agent Deadline (Early) [DATE], [TIME], [TIMEZONE] If different from 'Period of Action' early-end date or 'Early Deadline' date/time


Early Deadline [DATE], [TIME], [TIMEZONE] If Early Deadline applicable First deadline in multiple period offer: day/time at which the issuer will accept first period instructions about a given CA event

Early Incentive Fee Rate [CCY], [AMOUNT] If Early Deadline applicable Additional cash amount payable for holders instructing in the Early PeriodEarly Deadline for Instruction Withdrawal

[DATE], [TIME], [TIMEZONE] If Early Deadline and Instruction Withdrawal applicable




Fee M Expected Settlement Date [DATE] (blank) Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment

C Incentive Fee Y, N If CAEV= MEET, XMET, CONS, and if Issuer proposes to pay an incentive fee to participating holders.

Defines wether the Issuer will pay a fee to voting or consenting

Incentive Fee Rate [CCY], [AMOUNT] If CAEV= MEET, XMET, CONS, and if Issuer proposes to pay an incentive fee to participating holders.

Defines the currency and amount per denomination an Issuer will pay as fee to voting or consenting holders

Incentive Fee Deadline [DATE], [TIME], [TIMEZONE] In case Issuer conditions on a fee payable define a particular response deadline, ahead of the expected market deadline


Incentive Fee Conditions Free text If CAEV= MEET, XMET, CONS, and if Issuer proposes to pay an incentive fee to participating holders.

Defines in which cases the Issuer will pay an incentive fee


130

General Meeting Asset Servicing Checklist C

Template to announce a General Meeting from upstream to Common Depository/Common Service Provider See MPB a1 / a2 in section 3.2.2.3






clarifications are required.Voting Quorum [% of Nominal Amount Issued], [%

of Total Issued Shares](blank) Defines the required level of voting needed in order for the meeting to proceed. If the quorum

is not met, the meeting is adjourned.Value depends on Issuance Type, Equity vs. Bond.

Meeting Date [DATE] (blank) Date on which the meeting will occurMeeting Time [TIME], [TIMEZONE] (blank) Time & local Timezone applicable at which meeting will occur on Meeting DateMeeting Location [ADDRESS] (blank) Location at which meeting will occur on Meeting Date. A physical address (not P.O. Box).

Meeting Agenda / Resolutions Free text (blank) Meeting Agenda and proposed Resolutions which will be voted on during the Meetings

Meeting Result Date [DATE] (blank) Date on which the results from the meeting are available.Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online

consultation.Voting Threshold [%] (blank) Defines the % threshold required for votes cast vs. nominal held needed to pass the

resolutionCAEV MEET (blank) Corporate action event indicator

C Full Meeting Information (Online) website or email address If upstream parties publish this 'online', otherwise for ICSD population

Details defining where online information of the Meeting Event may be obtained from (CAJWG recommendation)






Instruction per Beneficial Owner Y, N (blank) Defines the obligation of the customer to send 1 instruction for each beneficial owner or not

CAON 1, 2, 3, 4, 5, 6 (blank) Corporate action option number: this identification is assigned by account servicer to identify the option of a CA event.Required in ISO message.

CAOP MNGT (blank) MNGT: Vote WITH MANAGEMENTAMGT (blank) AMGT: Vote AGAINST MANAGEMENTABST (blank) ABST: ABSTAINPROX (blank) PROX: ATTEND (Issue a Proxy Card)NOAC (blank) NOAC: No ActionSPLI (blank) SPLI: Voting SPLIT on ResolutionCONY (blank) CONY: Positive Consent (Consent Yes)CONN (blank) CONN: Negative Consent (Consent No)


Date/time at which positions are struck at the end of the day to note which parties are entitled to vote, held positions and securities are not required to be blocked from trading upon instructions being submitted.

See ICMSA Recommendation in Annex 11 of the MPB.Blocking Type (blank) In case event is not Record Date

basedIndicates if instructed/voted positions need to be blocked from trading until the latter of, 1.) the meeting date, or 2.) meeting results being publishedIndicates if instructed/voted positions need to be blocked from trading.


Date on which blocked (voted) securities may be unblocked, either pre-defined prior to meeting or re-defined in case of an adjournedDate on which blocked (intructed/disclosed) securities may be unblocked.

Voting Attendance Y, N If CAOP = PROX Defines the options available to voting participants in case CAOP = PROX. Physical meeting attendance, Voting by Proxy, Voting by Correspondence

Voting Attendance Identification Name, ID Card/Passport Number, Address to send card to

If Voting Attendance = Y Defines means for identification of Voting attendee and where the voting card should be issued to, if required.

CAOP Default Action NOAC May be required, dependent upon Issuer's legal jurisdiction.

The option that holders will receive if they don't send an instruction: NOAC = No Action






Disclosure Details Free text If additional information is required in the disclosure instruction (e.g. Tel n°, Address, Email, Country of residence)

Defines which type of information is required in the disclosure instruction.






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132

Extraordinary Meeting Asset Servicing Checklist C

Template to announce an Extraordinary Meeting from upstream to Common Depository/Common Service Provider See MPB a1 / a2 in section 3.2.2.3






clarifications are required.Voting Quorum [% of Nominal Amount Issued], [%

of Total Issued Shares](blank) Defines the required level of voting needed in order for the meeting to proceed. If the quorum

is not met, the meeting is adjourned.Value depends on Issuance Type, Equity vs. Bond.

Meeting Date [DATE] (blank) Date on which the meeting will occurMeeting Time [TIME], [TIMEZONE] (blank) Time & local Timezone applicable at which meeting will occur on Meeting DateMeeting Location [ADDRESS] (blank) Location at which meeting will occur on Meeting Date. A physical address (not P.O. Box).

Meeting Agenda / Resolutions Free text (blank) Meeting Agenda and proposed Resolutions which will be voted on during the Meetings

Meeting Result Date [DATE] (blank) Date on which the results from the meeting are available.Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online

consultation.Voting Threshold [%] (blank) Defines the % threshold required for votes cast vs. nominal held needed to pass the

resolutionCAEV XMET (blank) Corporate action event indicator

C Full Meeting Information (Online) website or email address If upstream parties publish this 'online', otherwise for ICSD population

Details defining where online information of the Meeting Event may be obtained from (CAJWG recommendation)







CAON 1, 2, 3, 4, 5, 6 (blank) Corporate action option number: this identification is assigned by account servicer to identify the option of a CA event.Required in ISO message.

CAOP MNGT (blank) MNGT: Vote WITH MANAGEMENTAMGT (blank) AMGT: Vote AGAINST MANAGEMENTABST (blank) ABST: ABSTAINPROX (blank) PROX: ATTEND (Issue a Proxy Card)NOAC (blank) NOAC: No ActionSPLI (blank) SPLI: Voting SPLIT on ResolutionCONY (blank) CONY: Positive Consent (Consent Yes)CONN (blank) CONN: Negative Consent (Consent No)


Date/time at which positions are struck at the end of the day to note which parties are entitled to vote, held positions and securities are not required to be blocked from trading upon instructions being submitted.

See ICMSA Recommendation in Annex 11 of the MPB.Blocking Type (blank) In case event is not Record Date

basedIndicates if instructed/voted positions need to be blocked from trading until the latter of, 1.) the meeting date, or 2.) meeting results being publishedIndicates if instructed/voted positions need to be blocked from trading.


Date on which blocked (voted) securities may be unblocked, either pre-defined prior to meeting or re-defined in case of an adjournedDate on which blocked (intructed/disclosed) securities may be unblocked.

Voting Attendance Y, N If CAOP = PROX Defines the options available to voting participants in case CAOP = PROX. Physical meeting attendance, Voting by Proxy, Voting by Correspondence

Voting Attendance Identification Name, ID Card/Passport Number, Address to send card to

If Voting Attendance = Y Defines means for identification of Voting attendee and where the voting card should be issued to, if required.

CAOP Default Action NOAC May be required, dependent upon Issuer's legal jurisdiction.

The option that holders will receive if they don't send an instruction: NOAC = No Action













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133





















134

Repurchase / Tender Offer Asset Servicing Checklist C

Template to announce a Repurchase / Tender Offer with price fixed or tbd, subject to pro ration, accrued interest (y/n), including early deadline and early deadline fee. Out of Scope: eligibility letter, multiple proceeds, combined with meeting/consent See MPB a1 / a2 in section 3.2.2.3




Security Name (blank) (blank) Description of the financial instrument as provided by the agent. Tender Agent [NAME], [CITY LOCATION] (blank) An agent appointed by the Issuer to process the tender of securitiesContact Name Name at original executing Agent


clarifications are required.Eligible Exchangeable Amount [Nominal Amount] (blank) Defines if 'any and all securities will be exchanged' or 'an upper maximum amount'Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online

consultation.Offeror [ISSUER NAME] (blank) Name of the Offeror: Repurchase Offer (BIDS) = Issuer

[THIRD PARTY NAME] (blank) Name of the Offeror: Tender Offer (TEND) = Name of 3rd PartyC Paying Agent (Principal) (PPA) [NAME], [CITY LOCATION] If PPA relevant to the Event process

and proceedingsAn agent appointed by the issuer to process the cash payments to be made by the issuer (collection of coupon, redemption or other monies) related to a security.

Pro-Ration Indicator Y, N If pro-ration of proceeds applies Indicates whether settlement proceeds could be subject to pro-rata calculationsRestriction Type (blank) If restrictions apply Description of the applicable restrictions (e.g. the holder has to retain a certain amount of

bonds after repurchase)Full Event Information (Online) website or email address If upstream parties publish this


Details defining where online information of the Event may be obtained/viewed

Bid Price Format Free text In case of a Dutch Auction Defines the bid price requirement for the competitive offers in the case of Dutch Auctions.

CAEV TEND In case of Third Party Tender Offer Corporate action event indicator

BIDS In case of Issuer Repuchasing Securities

Corporate action event indicator

DTCH In case of Dutch Auction Corporate action event indicatorConditional Event

C Event Conditions Free text If conditions defined that prevent exchange of securities

Specifies applicable conditions that prevent exchange of securities

Offer Acceptance Announcement Date

[DATE] If Minimum Participation Threshold and/or Event Condition(s) exist. See ISMAG Recommendation on Event Outcome in "CA Processing".

Date on which the outcome/result of the Offer will be announced.

Minimum Participation Threshold [QUANTITY] If minimum Participation Threshold applies

Minimum quantity of securities that must be exercised for the Offer to proceed




Period of Action [DATES] (from - to) specific to event (blank) Period (Date and Time) during which the specified option or all options of the CA event remain valid.


Exercisable Quantity (Minimum) [QUANTITY] (blank) Minimum quantity of securities that must be exercisedExercisable Quantity (Multiple) [QUANTITY] (blank) Minimum multiple quantity of securities that must be exercisedInstruction per Beneficial Owner Y, N (blank) Defines the obligation of the customer to send 1 instruction for each beneficial owner or not



C CAMV VOLU Required in ISO message Defines "Voluntary" Event: instructions from security holder requiredCAOP NOAC Required in ISO message NOAC: No Action

CASH Required in ISO message CASH: Tender without consentingCTEN Required in ISO message CTEN: Consent and Tender



















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135




Payment Currency [CCY] (blank) The ISO currency for the payment of the cash proceeds.C Value Date [DATE] Required in ISO message Date/time at which cash is credited or debited to/from the account owner. It is the effective

payment date as adjusted in case the scheduled date falls on a non business day.

Main Proceeds Ratio

C Fixing or Valuation Date [DATE] If the exchange ratio is to be defined, i.e. after launch of the offer


Fixing or Valuation Method Ratio, Formula If a fixing or valuation is required Method by which the proceeds ratio will be calculatedRatio Announcement Date [DATE] If final cash amount payable is to be

defined, i.e. after launch of the offerDefines the date when the applicable cash amount payable for tendered securities will be announced

Purchase Price Offered [PRICE], [AMOUNT], [%] If price available at launch = Mandatory; if subject to later fixing/calculation = Conditional

Cash price offered to the security holder either as a percentage or an amount per denomination, incorporating any applicable Pool Factor. Can be fixed prior to event launch or subject to calculation after the launch of the offer.

Accrued interest


C Accrued Interest Amount (per denomination)

[CCY], [AMOUNT] If Accrued Interest Flag contained in documentation and part of settlement amount

Indicates amount of accrued interest. Expressed as an amount per denomination.

Accrued Interest Period Rule [RULE] If Accrued Interest payable as part of event settlement proceeds


Early Fee M Expected Settlement Date [DATE] (blank) Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment










136

Exchange Offer Asset Servicing Checklist C

Template to announce an Exchange Offer from upstream to Common Depository/Common Service Provider See MPB a1 / a2 in section 3.2.2.3




Security Name (blank) (blank) Description of the financial instrument as provided by the agent. Exchange Agent [NAME], [CITY LOCATION] (blank) An agent appointed by the Issuer to instruct the execution of conversion or exchanges of

securities.Contact Name Name at original executing Agent


clarifications are required.Eligible Exchangeable Amount [Nominal Amount] (blank) Defines if 'any and all securities will be exchanged' or 'an upper maximum amount'Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online

consultation.Offeror [ISSUER NAME], [3RD PARTY

NAME](blank) Name of the Offeror

Corporate Action Event Description Exchange Offer (blank) Exchange Offer

C Paying Agent (Principal) (PPA) [NAME], [CITY LOCATION] If PPA relevant to the Event process and proceedings

An agent appointed by the issuer to process the cash payments to be made by the issuer (collection of coupon, redemption or other monies) related to a security.

Pro-Ration Indicator Y, N If pro-ration of proceeds applies Indicates whether settlement proceeds could be subject to pro-rata calculationsRestriction Type (blank) If restrictions apply Description of the applicable restrictions (e.g. the holder has to retain a certain amount of

bonds after repurchase)Full Event Information (Online) website or email address If upstream parties publish this



Bid Price Format Free text In case of a Dutch Auction Defines the bid price requirement for the competitive offers in the case of Dutch Auctions.

CAEV EXOF In case of Exchange Offer Corporate action event indicatorDTCH In case of Dutch Auction Corporate action event indicator

Conditional Event

C Event Conditions Free text If conditions defined that prevent exchange of securities

Specifies applicable conditions that prevent exchange of securities

Offer Acceptance Announcement Date

[DATE] If Minimum Participation Threshold and/or Event Condition(s) exist. See ISMAG Recommendation on Event Outcome in "CA Processing".

Date on which the outcome/result of the Offer will be announced.

Minimum Participation Threshold [QUANTITY] If minimum Participation Threshold applies

Minimum quantity of securities that must be exercised for the Offer to proceed




Period of Action [DATES] (from - to) specific to event (blank) Period (Date and Time) during which the specified option or all options of the CA event remain valid.


Exercisable Quantity (Minimum) [QUANTITY] (blank) Minimum quantity of securities that must be exercisedExercisable Quantity (Multiple) [QUANTITY] (blank) Minimum multiple quantity of securities that must be exercisedInstruction per Beneficial Owner Y, N (blank) Defines the obligation of the customer to send 1 instruction for each beneficial owner or not



C CAMV VOLU Required in ISO message Defines "Voluntary" Event: instructions from security holder requiredCAOP NOAC Required in ISO message NOAC: No Action

CEXC Required in ISO message CEXC: Consent and ExchangeSECU Required in ISO message SECU: Exchange without consenting

















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137


Instruction Certification C Electronic Certification Foreseen 'Y' by Default If Certification Flag = Y. See ISMAG Recommendation on Paperless Event Processing in "CA Processing".




C Proceeds Name Security Name If security(ies) proceeds applies The name of the securities that represent the proceeds of the exercise. Proceeds ISIN [ISIN] If Proceeds ISIN available at the

moment of event launchISIN identification of the securities that represent the proceed of the exercise.

Proceeds Summary T&C (blank) If Proceeds ISIN required to be set-up at the moment of event launch

Summary terms of the proceeds security required to check acceptance and eligibility criteria prior to issuing new ISIN.

Main Proceeds Ratio

C Fixing or Valuation Date [DATE] If the exchange ratio is to be defined, i.e. after launch of the offer


Fixing or Valuation Method Ratio, Formula If a fixing or valuation is required Method by which the proceeds ratio will be calculatedRatio Announcement Date [DATE] If exchange ratio is to be defined, i.e.

after launch of the offerDefines the date when the applicable exchange ratio will be announced

Exchange Ratio (blank) If ratio available at launch = Mandatory; if subject to later fixing/calculation = Conditional

Number of proceeds securities to be received per notional/nominal exchanged (incl. Pool Factor, if applicable). Can be fixed prior to event launch or subject to calculation after the launch of the offer.





Cash Fractions Currency [CCY] If disposition of fractions = CINL The ISO currency for the payment of the odd-lot amount.Cash Fractions Calculation Rule [RULE] If disposition of fractions = CINL Rule that defines how the cash fractions payable will be calculatedFixing or Valuation Date [DATE] If the exchange ratio is to be

defined, i.e. after launch of the offerThe date that will be considered to calculate the parameters and components for calculation of the proceeds amount.

Accrued interest


C Accrued Interest Amount (per denomination)



Accrued Interest Period Rule [RULE] If Accrued Interest payable as part of event settlement proceeds


Early Fee M Expected Settlement Date [DATE] (blank) Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and the settlement of securities or payment









Early Solicitation Fee Rate [CCY], [AMOUNT] If Early Deadline applicable Cash amount payable in addition to solicitation fee for holders instructing in the Early Period

Fee C Solicitation Fee Rate [CCY], [AMOUNT] If CAEV= EXOF, and if Issuer proposes to pay an incentive fee to participating holders.

Defines the currency and amount per denomination an Issuer will pay as fee to all instructing noteholders during the whole period of the offer

Expected Settlement Date (Cash) [DATE] If incentive fee payable Date on which settlement of incentive fee is expected


138

Security Change Value Notification Asset Servicing Checklist C

Template to announce a change of name or term, without change of ISIN. See MPB section 2.2.3.2 / 2.2.3.3.4

Out of Scope: all changes related to CA event options : conversions, warrants, puts, calls, etc. (to be handled as exception notification of the CA event)




Security Name (blank) (blank) Description of the financial instrument as provided by the agent. Contact Name [NAME] (blank) For Change Events:

Contains the contact details of the sender (name, e-mail address and/or telephone number) at the informing agent, passing details to the next party in the chain.

Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online consultation.

CAEV CHAN (blank) Corporate action event indicatorC Full Event Information (Online) website or email address If upstream parties publish this



Change Value

Change Value

M Effective Date [DATE] (blank) Date from which the change becomes/became effective, to be notified for every change.

Sub-Type [NAME], [TERM] (blank) Defines whether this is a change of Name of the security Issuer and/or Issue, or a change of Terms of the security

Field Name 1 [FIELD NAME] (blank) Defines the field from the governing documentation that is being amendedOLD VALUE Field Name 1 [OLD VALUE] (blank) Defines the OLD VALUE of the Field from the governing / event documentationNEW VALUE Field Name 1 [NEW VALUE] (blank) Defines the NEW VALUE of the Field from the governing / event documentation

Reason for Change Free text (blank) Defines reason for Change Notification[ADJUST/AMEND] (blank) Adjustment/Amendment: incl. reason for adjustment/amendment[CONSENT EXT] (blank) Consent reached outside ICSDsMANIFEST (blank) Manifest ErrorRESTRUCTURE (blank) Restructuring

C Field Name 2 [FIELD NAME] If more than one change occurring at the same time

Defines the field from the governing documentation that is being amended

OLD VALUE Field Name 2 [OLD VALUE] If more than one change occurring at the same time

Defines the OLD VALUE of the Field from the governing / event documentation

NEW VALUE Field Name 2 [NEW VALUE] If more than one change occurring at the same time

Defines the NEW VALUE of the Field from the governing / event documentation

pCredit Event Asset Servicing Checklist C

Template to announce a credit event See MPB flow a1 / a2 in section 3.2.2.3




Security Name (blank) (blank) Description of the financial instrument as provided by the agent. Credit Event Date [DATE] (blank) Date as from which the credit event occurs as from terms and conditionsReference Entity [NAME] (blank) Name of the reference entity/underlying in financial difficulty Loss Type ENTITY, NOTE, BOTH (blank) Identification of loss incurred by the reference entity, note or bothUnderlying Change Y, N (blank) Does the underlying change ?Contact Name Name at original executing Agent


further clarifications are required.CAEV CREV (blank) Corporate action event indicatorCAEV Subtype INFO (blank) INFO: For information only

CHUN (blank) CHUN: For information - change of underlyingVALU (blank) VALU: with valuation and no impact on the actual noteADJT (blank) ADJT: with valuation (loss calculated/determined) and impact (poolfactor adjustment

or nominal adjustment) on the actual note OPTH (blank) OPTH: resulting in a holder's option (BPUT, CONS,PHRD…) OPTI (blank) OPTI: resulting in an issuer's option (CALL, EXOF(mandatory), CHAN (eg. Change of

maturity,coupon rate,…)C Barrier [AMOUNT] If loss type = NOTE Barrier that defines as from when there is a loss on the actual note.

Reference Entity ISIN [ISIN] If Reference Entity required for event ISIN of the reference entity/underlying in financial difficulty

Reference Entity Status DFLT, FIND Applicable to Reference Entity only The reference entity can be defaulted or in financial difficulties

Reference to the terms and conditions

Section in the terms and conditions Applicable to T&C only Indicates the paragraph in the terms and conditions, explaining the credit event and the resulting action from it (poolfactor/nominal reduction, issuer's option or holder's option).

Full Event Information (Online) website or email address If upstream parties publish this 'online', otherwise for ICSD population


Impact Description

C Loss Type Indicator POOLFACTOR, NOMINAL If loss type = NOTE Indicates how the loss is reflected on the note: by the nominal or the poolfactor of the impacted note.

Old Poolfactor [%] If Loss Type Indicator = POOLFACTOR

Previous poolfactor, expressed in %.

New Poolfactor [%] If Loss Type Indicator = POOLFACTOR

New Poolfactor value, expressed in %.

Old Nominal [AMOUNT] If Loss Type Indicator = NOMINAL Previous nominal amount, expressed in nominalNew nominal [AMOUNT] If Loss Type Indicator = NOMINAL New nominal amount, expressed in nominalOld Underlying [NAME] If Underlying Change = Y Previous underlying security.New Underlying [NAME] If Underlying Change = Y New underlying security.Ratio [RATIO] If ratio used for Nominal or Underlying Ratio used to reflect the change in (old:new) Nominal or Underlying

Related CAEV [CAEV] If CAEV Subtype = OPTH or OPTI If the credit event notification results in an issuer's option or holder's option, we need to be informed with the corresponding CAEV

Effective Date [DATE] If loss type = NOTE Date from which the change becomes/became effective, to be notified for every change.


139

Event Change Value Notification Asset Servicing Checklist C

Template to announce an update to the terms of event (change or lifecycle notification) See MPB section 3.3.3






clarifications are required.Period of Action [DATES] (from - to) specific to event (blank) Period (Date and Time) during which the specified option or all options of the CA event

remain valid.CAEV EXWA, BPUT, REDM, BIDS, TEND,

EXOF, CONV, MEET, XMET or CONS

Please select appropriate CAEV indicator


Function of the Message REPLACEMENT, CANCELLATION (blank) Defines the function of the notification: replacing or cancelling a previous notificationC CA Status SUAP, APPD, LAPS If the event was announced with CA

Status SUAP (subject to approval)Defines the event status following 'subject to approval', either 'approved', event continues, or 'lapsed' and event is closed

Change Value

Change Value

M Effective Date [DATE] (blank) Date from which the change becomes/became effective, to be notified for every change.

Field Name 1 [FIELD NAME] (blank) Defines the field specific to the CAEV that is being amended from the governing documentation (Predictable events) or from the event documentation (Unpredictable events)

OLD VALUE Field Name 1 [OLD VALUE] (blank) Defines the OLD VALUE of the Field from the governing / event documentationNEW VALUE Field Name 1 [NEW VALUE] (blank) Defines the NEW VALUE of the Field from the governing / event documentationReason for Change Free text (blank) Defines reason for Change Notification. (Eg. Early redemption, consent not reached,…)

Sent instructions remain valid Y, N (blank) Defines whether sent instructions remain valid further to the change. To be notified for every change.

C Field Name 2 [FIELD NAME] If more than one change occurring at the same time

Defines the field specific to the CAEV that is being amended from the governing documentation (Predictable events) or from the event documentation (Unpredictable events)

OLD VALUE Field Name 2 [OLD VALUE] If more than one change occurring at the same time

Defines the OLD VALUE of the Field from the governing / event documentation

NEW VALUE Field Name 2 [NEW VALUE] If more than one change occurring at the same time

Defines the NEW VALUE of the Field from the governing / event documentation

Latest Agent Deadline [DATE], [TIME] To be notified for continuous processing events.

Latest deadline to tender under the old conditions

pEvent Lifecycle Notification Asset Servicing Checklist C

Template to announce Suspension Periods, Ex-Date for Dividends or Early Redemptions See MPB section 3.3.3






further clarifications are required.Period of Action [DATES] (from - to) specific to event (blank) Period (Date and Time) during which the specified option or all options of the CA event

remain valid.CAEV CONV or BPUT Please select appropriate CAEV

indicatorCorporate action event indicator

CA Status APPD (blank) APPD: ApprovedFunction of the Message REPLACEMENT (blank) Defines what is the function of the notification: provides the result of a meeting/

consent, replaces a previous notification when valuation results or positive outcome are provided,or withdrawal of previous notification when condition outcome is negative and event cancelled

C Full Event Information (Online) website or email address If upstream parties publish this 'online', otherwise for ICSD population


Lifecycle Notification

Lifecycle Notification

C Suspension of Privilege [DATES] (from - to) To be notified in case of a suspension period

Details the dates during which period instructions will not be processed/actioned by the Agent or Issuer

Next Period Opens [DATE] (from) To be notified in case of a suspension period

Details the period of action following the suspension period

Ex-date for Dividend [DATE] To be notified in case of dividend payment on the underlying

Details the date after which the proceed received on the local market will no longer be entitled to the dividend payment.

Latest Agent Deadline [DATE], [TIME] To be notified for continuous processing events.

Latest deadline to tender under the old conditions

Early Redemption Date [DATE] To be notified in case of an early redemption on a convertible bond or a put option.

Details the date on which a security will be redeemed early.


140

Event Outcome Asset Servicing Checklist C

Scope: announcement of the outcome of or fixing results for an event See MPB section 3.3.4






clarifications are required.Period of Action [DATES] (from - to) specific to event (blank) Period (Date and Time) during which the specified option or all options of the CA event

remain valid.CAEV EXWA, BPUT, REDM, BIDS, TEND,

EXOF, CONV, MEET, XMET or CONS

Please select appropriate CAEV indicator


Function of the Message RESULT, REPLACEMENT, WITHDRAWAL

(blank) Defines the function of the notification: provides the result of a meeting/ consent, replaces a previous notification, or withdraws a previous notification when outcome is negative and event cancelled

C Full Event Information (Online) website or email address If upstream parties publish this 'online', otherwise for ICSD population


CA Status LAPS, WHOU Required if CA Status is updated from CA Status SUAP

LAPS: lapsed: e.g. event conditions not met, quorum not reachedWHOU: wholly unconditional: no further conditions to be fulfilled. To be used when 'Function of the message' is 'REPLACEMENT'

Result of the Event

C Pro-Ration Occurrence Y, N If pro-ration indicator = Y (05.322), and if Tendered Amount exceeds Eligible Exchange Amount, and if Function of the Message = RESULT.

Defines whether the amount tendered by the noteholders will be pro-rated.

Conditions Met Y, N To be provided for conditional offers/options.

Defines whether the condition(s), including reaching of tresholds, linked to the offer/option have been met or not.If the conditions have not been met, the 'function of the message' = 'withdrawal', and 'conditions met' = 'N'. If the conditions have been met, the 'function of the message' = 'result', and 'conditions met' = 'Y'.

Meeting/ consent resolution approved

Y, N If CAEV = MEET, XMET, or CONS Defines whether the resolution has been approved or not at the meeting/consent.

Meeting/ consent resolutions approved

Resolution Numbers If CAEV = MEET, XMET, or CONS, and if CAOP = SPLI

Defines the approved resolutions if there were several resolutions and not all were approved at the meeting/consent.

Meeting/ consent resolutions not approved

Resolution Numbers If CAEV = MEET, XMET, or CONS, and if CAOP = SPLI

Defines the non approved resolutions if there were several resolutions and not all were approved at the meeting/consent.


M Payment Currency [CCY] (blank) The ISO currency for the payment of the cash proceeds.

Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.C Fixing or Valuation Date [DATE] If there is a fixing or valuation to be

actioned, this field is mandatoryThe date that will be considered to calculate the parameters and components for calculation of the proceeds amount.

Pro-Ration Percentage [%] If pro-ration occurrence = Y Defines the percentage of the tendered notes that will be accepted to the offer.Generic Cash Price per Product Received



Value Date [DATE] If different from payment date. Date/time at which cash is credited or debited to/from the account owner. It is the effective payment date as adjusted in case the scheduled date falls on a non business day.

Security Proceeds


Proceeds Ratio per Denomination Ratio per Denomination (blank) The quantity of security proceeds per existing security denomination (existing security > new security)

Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.Local Market Settlement Details [BANK, A/C #, SWIFT BIC] (blank) Details of local market settlement agent, i.e. where the securities are being delivered from

(Bank/Counterparty/BIC code)C Fixing or Valuation Date [DATE] If there is a fixing or valuation to be

actioned, this field is mandatoryThe date that will be considered to calculate the parameters and components for calculation of the proceeds amount.

Proceeds ISIN [ISIN] If Proceeds ISIN available at the moment of event launch

ISIN identification of the securities that represent the proceed of the exercise.

Pro-Ration Percentage [%] If pro-ration occurrence = Y Defines the percentage of the tendered notes that will be accepted to the offer.Fractions M Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.

C Cash Fractions Amount (per denomination)

[CCY], [AMOUNT] If fractions are paid in cash (DISF = CINL)

Cash amount per multiple denomination that corresponds to the fractional shares

Fixing or Valuation Date [DATE] If there is a fixing or valuation to be actioned, this field is mandatory


Value Date [DATE] If different from payment date. Date/time at which cash is credited or debited to/from the account owner. It is the effective payment date as adjusted in case the scheduled date falls on a non business day.

Accrued interest


C Value Date [DATE] If different from payment date. Date/time at which cash is credited or debited to/from the account owner. It is the effective payment date as adjusted in case the scheduled date falls on a non business day.

Accrued Interest Amount (per denomination)



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141

Disclosure Template Asset Servicing Checklist C

Template to announce the request for Disclosure of Holders' Identities & Positions See MPB flow a1 / a2 in section 3.2.2.3






further clarifications are required.Information Confidentiality Public / Restricted (blank) Details whether ICSDs may publish the available event documentation for online

consultation.Disclosure Reasons Free text (blank) Reason(s) for which disclosure is requestedCAEV DSCL (blank) Corporate action event indicator

C Paying Agent (Principal) (PPA) [NAME], [CITY LOCATION] If PPA relevant to the Event process and proceedings

An agent appointed by the issuer to process the cash payments to be made by the issuer (collection of coupon, redemption or other monies) related to a security.

Full Event Information (Online) website or email address If upstream parties publish this 'online', otherwise for ICSD population








CAOP CONY (blank) CONY: Positive Consent (Consent Yes)CONN (blank) CONN: Negative Consent (Consent No)


Disclosure C Disclosure Level ICSD Participant, Final Beneficial Owner











Proceeds Early Fee M Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.C Value Date [DATE] If different from payment date. Date/time at which cash is credited or debited to/from the account owner. It is the effective


Early Incentive Fee Rate [CCY], [AMOUNT] If Early Deadline applicable Additional cash amount payable for holders instructing in the Early PeriodEarly Fee Conditions Free text Conditions applicable to incentive

fee payment, in case Issuer proposes to pay an early fee


Early Solicitation Fee Rate [CCY], [AMOUNT] If Early Deadline applicable Cash amount payable in addition to solicitation fee for holders instructing in the Early Period

Fee M Payment Date [DATE] (blank) The date at which entitlements are due to be paid to investors.C Value Date [DATE] If different from payment date. Date/time at which cash is credited or debited to/from the account owner. It is the effective






Solicitation Fee Rate [CCY], [AMOUNT] If CAEV= EXOF, and if Issuer proposes to pay an incentive fee to participating holders.

Defines the currency and amount per denomination an Issuer will pay as fee to all instructing noteholders during the whole period of the offer


142

The ICSD e-mail addresses

Documentation for Stand Alone securities and issues under Programme;Euroclear Clearstream

For final documentation for Programme; Euroclear Clearstream: For UK, Irish and Channel Islands Issuing and Paying AgentsClearstream: For International Issues for Issuing and Paying agents other than those located in UK, Irish and Channel Islands

[email protected] [email protected]

[email protected]@[email protected]

E-mail attachment guidelines

- One attachment per e-mail with a size not exceeding 10 MB

- More than one attachment per e-mail, total size not exceeding 10MB

- Final Documents should not be password protected, but can be ‘Read-only’.

- No compilations / mixing of documents in the same attachment

Subject line: See naming conventions above.

Attachment name: See naming conventions above.

e.g.: IXS1234567890_F_PR_N(.pdf)

Subject line: Multiple attachments.

Attachment name: See naming conventions above.

e.g.: IXS1234567890_F_PR_N(.pdf)

WHAT:This document provides general e-mail guidelines, contact details for the ICSDs and naming information for e-mail subjects and attachment names.

PURPOSE:Convention to be used when sending fi nal new issues documentation to the ICSDs by e-mail.

E-mail Subject Examples

IXS1234567890_F_PR_N

IXS1234567890_F_PR_N_20080915_ABCDBank_M

Description

For ISIN XS1234567890, Final Prospectus New

For ISIN XS1234567890, Final Prospectus New, issued on 20080915,

sent by ABCDBank, contains one attachment linked to an issue with several

tranches or classes.

File Naming Examples

IXS1234567890_F_PR_N.pdf

P000009889_F_BP_N.pdf

MULTIPLEISIN_F_PR_N_20080815_ABCDBANK_M.zip

IXS1234567890_F_PR_N_20080915_ABCDBank_M.pdf

Description

For ISIN XS1234567890, Final Prospectus New, in PDF form.

For Programme 000009889, Final Base prospectus New, in PDF form.

A ZIP attachment including several Final Prospectus New documents, each

using standard naming convention.

For ISIN XS1234567890, Final Prospectus New, issued on 20080915,

sent by ABCDBank, contains one attachment linked to an issue with several

tranches or classes, in PDF form.

IMPORTANT: All values are separated by an underscore ( _ )

E-mail Subject

File naming

Mandatory_Optional_Conditional

Identifier + Code_Type_Category_Function_Date_Provider_Multiple

Identifier + Code_Type_Category_Function_Date_Provider_Multiple.File

Extension

IMPORTANT: All values are separated by an underscore ( _ )

See overleaf for descriptions and abbreviations of possibilities

Examples

Naming Conventions for Subjects and Files

Annex 7: Naming Convention recommendation

Naming Convent ionFinal Documentation


143

Identifier + Code M I Identifier to confirm ISIN will follow: I+ISIN - 13 characters - IXS0123456789

P Identifier to confirm Program number will follow: P+Program Number - 10 characters - P00000XXXX

Type M F Final*

Category M AA Agency Agreement

AG Issuer-ICSD Agreement

BP Base Prospectus

GN Global Note

IM Information/Offering Memorandum

OC Offering Circular

PC Pricing Supplement / Final Terms

PP Private Placement Document/Note Agreement

PR Prospectus

PS Prospectus Supplement

SK CSK Election Form

TC Terms and Conditions

TD Trust Deed / Indenture

WA Warrant Agreement

Function M N New

Version U Update (eg. Amendments, replacements PRIOR** to closing date such as Manifest Errors)

C V Version of Final Document - 3 characters - Vxx. Mandatory for Pricing Supplements /

Final Terms, as from the first Final Document that is sent

Date O Date document was issued - 8 characters - YYYYMMDD

Provider O Name of document provider - BIC where assigned, otherwise to be agreed for each provider - 8 characters - XXXXXXXX

Multiple ISINs C M If document related to a series/classes/tranches, add the ISIN of the first security in position 1 + the multi inidicator

(M) at the end

File Extension M Applicable for files*** only - 3 or 4 characters - pdf, doc, docx, xls, xlsx, tif, tiff When included in a ZIP container, file extension will be .ZIP

Abbre

viatio

n

1

2

3

4

5

6

7

8

9

Ord

er o

f in

fo

Mand

ato

ry

Con

diti

onal

Optio

nal

Nam

ing

Com

pon

ents

Applicability:

For each fi nal document that

is sent, the category has to be

defi nedD

escr

iptio

n

Naming information for Subjects and Files

e.g.: IXS1234567890_F_PR_N(.pdf)

* Final: these naming guidelines relate to Final documentation only.

** Any update on or after Closing/Issue Date is considered to be a Corporate Action.

*** Whether attached as a fi le, or within a ZIP container


144

Short Form Long Form Definition

30/360 30/360 means interest is calculated based on a 30-day month and a 360-day year. Accrued interest to a value date

on the last day of the month shall be the same as to the 30th calendar day of the month, except for February, and

provided that the interest period started on a 30th or 31st. This means that a 31st is assumed to be a 30th if the period

started on a 30th or a 31st and the 28th Feb (or 29th Feb for a leap year) is assumed to be a 28th (or 29th). It is the most

commonly used 30/360 method for US straight and convertible bonds.

30E/360 30E/360 means interest is calculated based on a 30-day month and a 360-day year. Accrued interest to a value date on

the last day of the month shall be the same as to the 30th calendar day of the month, except for February. This means that

a 31st is assumed to be a 30th and the 28th Feb (or 29th Feb for a leap year) is assumed to be a 28th (or 29th). It is

the most commonly used 30/360 method for non-US straight and convertible bonds issued before 01/01/1999.

Act/360 Act/360 means the actual number of days in the Calculation Period divided by 360.

Act/365 (Fixed) Act/365 (Fixed) means the actual number of days in the Calculation Period divided by 365.

Act/Act (ICMA) Act/Act (ICMA) means: (A) if the Calculation Period is equal to or shorter than the Determination Period during which it

falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination

Period and (y) the number of Determination Periods normally ending in any year; and (B) if the Calculation Period is longer

than one Determination Period, the sum of: (x) the number of days in such Calculation Period falling in the Determination

Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number

of Determination Periods normally ending in any year; and (y) the number of days in such Calculation Period falling in

the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the

number of Determination Periods normally ending in any year, in each case, where: Determination Period means the

period from and including a Determination Date in any year to but excluding the next Determination Date; and

Determination Date means the date specified in the relevant Final Terms or, if none is so specified, the Interest

Payment Date.

Act/Act (ISDA) Act/Act (ISDA) means the actual number of days in the Calculation Period divided by 365 (or, if any portion of that

Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period

falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in

a non-leap year divided by 365).

Annex 8: Day Count Conventions recommendation

DO ensure that the issuance documentation:

• refers to the Day Count Convention using the ISMAG recommended short form definition, if using a ‘Top 6’ DCC ;

• uses long definitions which are in line with the ISMAG recommended long form definitions, if using a ‘Top 6’ DCC.


145

Short Form Algorithm

30/360 30/360 means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation

Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the

Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in

which case D1 will be 30; and

”D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period,

unless such number would be 31and D1 is greater than 29, in which case D2 will be 30.

30E/360 30E/360 means the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

where:

”Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation

Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the

Calculation Period falls;

”D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in

which case D1 will be 30; and

”D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period,

unless such number would be 31, in which case D2 will be 30.

Day Count Convention = x [[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)]1

360

Day Count Convention = x [[360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)]1

360


146

Clarity in Draft & Final Issuance Documentation in respect of the treatment of Units / Nominal Form

This recommendation addresses the mixed use of Unitary/Nominal terminology within the same security’s draft and/or final docu-

mentation. The mixing of the two terms can result in the incorrect security setup and errors linked to the subsequent servicing of such

securities.

The Acceptance Checklists (see Annex 5) provide the mandatory fields required for the acceptance of a new security. Use of these

checklists is recommended to further enhance the quality of issuance documentation.

1. Consistent representation of Units/Nominal Form

It is recommended that the issuance documentation;

• Clearly indicates whether Units or Nominal is being used by providing the binary field “Trading Method”

• Provides the relevant fields described below

1.1. For issues trading in units

The following fields should be present when the final documentation contains references to units:

• Trading Method: Unit

• Aggregate Issue Size: Total Number of units issued

• Unit Issue Price: The issuance (i.e. closing date) issue Price and Currency expressed as the value of each Unit

(an amount)

• Unit value: value of one unit (reflected in currency of issuance)1

• Minimum Tradeable Size: Minimum quantity of securities that can be transferred (in number of units)

• Multiple Tradeable Size: The smallest quantity of securities that can be transferred. If a Minimum Tradeable Size

exists, it represents the higher integral multiple amount. (in number of units)2

• Aggregate Proceeds Amount: Gross Proceed Amount and Currency to issuer3

1.2. For issues trading in nominal

The following fields should be present when the final documentation references an issuance in nominal form.

• Trading Method: Nominal

• Nominal Amount: Total Nominal Amount issued and Currency of issuance

• Issue Price: The issuance, (i.e. closing date) issue Price and Currency expressed as a percentage

• Minimum Denomination and Multiple Denominations2

2. Example

Example: issue trading in Units Example: issue trading in Nominal

Trading Method: Unit Trading Method: Nominal

Aggregate Issue Size: 100,000 Units Nominal Amount: 10,000,000 EUR

Unit Issue Price: 105 EUR Issue Price: 100%

Unit Value: 100 EUR per Unit1 N/A

Minimum Tradeable Size: 2 Units Minimum Denomination: 50,000 EUR

Multiple Tradeable Size: 1 Unit Multiple Denomination: 1,000 EUR

Aggregate Proceeds Amount: 10,500,000 EUR N/A

1 Where relevant, i.e. where interest rate % and redemption price % apply to principal2 In accordance with published ICMA and ICMSA Guidelines3 This figure is used as a control to verify whether the information provided is correct. It represents the Unit Issue Price multiplied by the Aggregate Issue Size

Annex 9: Units and Nominal recommendation


147

PO Box 50264 London EC2Y 8WZ | Telephone/Facsimile: + 44 (0)20 7374 2441 | [email protected] | www.capmktserv.com

BULLETIN – 090428/11

ICMSA Recommendation with respect to requirements for Payment Business Days

Issued by the International Capital Market Services Association www.capmktserv.com

The ICMSA has noted some uncertainty as to which financial centres in a transaction are required to be open in order to make payment on the first available Payment Business Day. Further, ICMSA members are frequently requested to confirm which financial centres are required to be open to effect payments1 in respect of international securities.2

To assist the market, the ICMSA recommends the following definitions for Payment Business Days for international securities:

The key criterion for Payment Business Day for instruments in global form should reflect an open business day of the named financial centre for the payment currency, e.g. Tokyo for a Yen payment.Additional named financial centres may need to be included in the definition of a Payment Business Day, e.g., where transactions related to the securities, such as currency swaps occur, or where payments due are linked to underlying securities or collateral.

Euro payments require the TARGET system to be open.

Payment Business Day for instruments in definitive form should reflect an open business day of the named financial centre for payment currency plus the place of presentation.

With the globalisation of financial institutions, electronic payment systems and other technological developments, the definition of Payment Business Day does not need to state the financial centre being open for the fiscal agent/principal paying agent, trustee or the issuer.

1 Payments: relates to coupon/dividend income and/or redemption proceeds 2 International Securities: instruments primarily issued and deposited in the International Central Securities Depositories (ICSDs), Clearstream Banking, Luxembourg and Euroclear Bank S.A./N.V.

Annex 10: ICMSA Recommendation with respect to requirements for Payment Business Days


148

’ ar’s

’’

te’

Annex 11: ICMSA Recommendation for Record Dates


149


150

Annex 12: ICMSA Recommendation for the Treatment of Partial Redemptions


151

BULLETIN – 071120/04

ICMSA Guidelines for the Issuance of Confidential Securities within the ICSDs Issued by the International Capital Market Services Association www.capmktserv.com

As issuance volumes in the international marketplace continue to increase at rates never before experienced, the ICSDs (Euroclear SA/NV and Clearstream Banking Luxembourg) have in parallel noticed a significant increase in the number of issues being created with a confidentiality marker set to “Yes”. In light of the increase in the use of the “confidential” marker for securities, the ICMSA believe it is in the interest of the marketplace to outline some guidelines for the creation of such securities within the ICSDs. To assist the primary market with determining the proper use of the confidentiality flag, the ICSDs feel it is important to underline the associated consequences of identifying a security as confidential vis-à-vis the market. Such securities, when created within the ICSDs:

are not displayed to the ICSD’s clients via their respective websites or to external third party entities that access these websites are suppressed from any ICSD data feeds to third party data vendors, thus ensuring the security is not available or visible to any external parties.

The ICSDs wish to avoid data discrepancies where:

securities marked as confidential are listed on a Stock Exchange, this results in the security being made available to third parties, either directly by the Stock Exchange themselves or via third party data vendors that receive a data feed from the Stock Exchange. securities are identified as confidential to the Paying Agent and ICSDs, but details of the issuance have been provided to third party data vendors (e.g. Bloomberg, Reuters and Telekurs) one ICSD is requested to make an issue confidential, but the other ICSD is not, this impacts the consistency of the reference data between the two ICSDs and the availability of the security details to external parties.

The ICMSA therefore recommends that:

1. publicly listed securities are not created as confidential.

2. the request of confidentiality be made consistently to all intermediaries involved in the issuance chain.

3. appropriate internal procedures are in place to advise the Issuing and Paying Agent for the

issue and/or the ICSDs when the confidential marker must be removed.

PO Box 50264 London EC2Y 8WZ | Telephone/Facsimile: + 44 (0)20 7374 2441 | [email protected] | www.capmktserv.com

Annex 13: ICMSA Guidelines for the Issuance of Confidential Securities within the ICSDs


152

ISMAG – Change Programme Definition Phase1

Terms of Reference Mission

The role of the International Securities Market Advisory Group (the “ISMAG”) is to guide and promote the design and implementation of a change Programme to achieve a high degree of standardisation and operational efficiency in the issuance and asset servicing of international securities issued through the International Central Securities Depositories(the ‘ICSDs’), i.e. Clearstream Banking, Luxembourg (‘Clearstream’) and Euroclear Bank SA/NV (‘Euroclear’).

The Programme of change is designed to achieve:

• a high degree of standardisation across end-to-end issuance and core asset servicing processes,

• a high degree of STP in the interactions between market participants; and

• an appropriate risk profile for the activities of market participants, whilst maintaining and enhancing the attractiveness of the international securities market.

The ISMAG will:

• Guide the design of standards governing the operational interaction of market participants involved in the issuance and asset servicing of international securitiesissued through the ICSDs; this will be achieved through collaboration with existing or the creation of new ad-hoc working groups addressing specific subjects and in which interested market participants will be represented;

• Promote and monitor the timely implementation of such standards across the market

• Ensure adequate communication of its activities and such standards to market participants, in consultation with relevant trade associations, such as ICMSA, ICMA, ECSDA…;

• Monitor relevant regulatory and market policy developments and integrate, where relevant, such recommendations into the change Programme; in particular, to consider the EU harmonised standards as promulgated by those organizations charged with overcoming the private sector barriers identified by Alberto Giovannini in his 2003 report, such as SWIFT and ECSDA;

• Serve as a platform of communication and consultation with interested market participants and related trade associations, such as ICMSA and ICMA.

Annex 14 A: ISMAG - Terms of Reference

1 The ISMAG Change Programme started in June 2007 and ended in December 2010


153

ISMAG is part of a more global market project management, tentatively composed of:

• Working Groups (the “Working Group”) established under the auspices of the ISMAG and responsible for the design, approval, development and implementation of the change Programme by specific domains.

• A Project Management Office (the “PMO”) in charge of following-up deliverables / planning and providing administrative support to the Working Group and the Group meetings.

More specifically, ISMAG will:

• Facilitate communication with the market with a view to support the effective implementation of the change Programme;

• Review the deliverables of the Working Group that will impact the market practices of issuers, lead managers and all market stakeholders in order to provide strategic guidance and direction to the Working Group; and

• Provide a high level monitoring of the progress made on the project with the objective to ensure that the project is delivered as per plan and scope,

ISMAG Organisation

Chairmanship

The Chair will be one senior market representative.

Membership

The members will include:• Representative(s) from the Issuer Agents and/or the ICMSA;• Representative(s) from each ICSD;• Representative(s) from Lead Managers active on the international market;• Representative(s) from issuers active on the international market, and/or appropriate issuer

associations;• Representative(s) from the custodian or investor community.

ICMA will be observers.

Members will be invited to join the ISMAG by the ICSDs. ISMAG members represent primarily their constituencies but they will seek, when possible, to involve their entire firms in the decision process. The members should also promote strategic market-wide proposals reflecting the views and interest of all market stakeholders. The Chair will review on a regular basis the composition of the group, and propose new appointment(s) to the group or mandate the group to propose and approve new appointment(s). Other parties (e.g. market participants not formally represented at the ISMAG or regulators) may be invited to join any ISMAG meeting on an ad hoc basis.


154

Working Groups

The Working Groups established under the auspices of the ISMAG are responsible for the design, approval, development and implementation of the change Programme by specific domains. More specifically, each working group will:

• identify inefficiencies in current process

• identify and agree upon short term and long term solutions to increase efficiency and STP of processes

• examine existing standards that are relevant to this process and identify potential gaps

• develop new standards if applicable

• liaise with registration authorities for proposing new/ updates to existing standards

• develop an implementation plan

Each working group will have a chair who will report to the ISMAG meeting.

Secretary (PMO)The ICSDs will be providing a Programme management office (PMO) to provide administrative support to the ISMAG and the Working Groups as well as to follow up on deliverables and planning.

Frequency of meetingsQuarterly. The Chair may convene further meetings, as he/she considers necessary or appropriate.

Agenda Prior to any group meeting, the Chair will set up an agenda based on the proposals from the members of the group. The agenda will be forwarded to all members prior to the meeting.

Minutes of meetingThe minutes of the group meetings will be drafted by the PMO. They will be circulated toall group members only after review by the Chair and submitted for approval at the following meeting.

TimeframeThe timeframe is to be agreed by ISMAG.The Programme will commence in Q3 2007 and may initially foresee to span a period of three years. Objectives will be defined by the working groups and endorsed by ISMAG on an annual basis. Progress will be reported to and monitored by the ISMAG on a quarterly basis, with a fundamental review to be performed and results published to the market on a regular basis.


155

ISMAG – Implementation Phase1

Terms of Reference

Mission

The role of the International Securities Market Advisory Group Implementation Group (the “ISMAG”) is to promote the implementation of the ISMAG change programme, and it’s published best practices1, within the ISMAG member’s organisation and to the wider market agents and participants, to achieve a high degree of operational efficiency in the issuance and asset servicing of international securities issued through the International Central Securities Depositories (the ‘ICSDs’), Clearstream Banking, Luxembourg (‘Clearstream’) and Euroclear Bank SA/NV (‘Euroclear’).

The ISMAG change programme was designed to achieve:

• a high degree of standardization across end-to-end issuance and core asset servicing processes;

• a high degree of harmonisation in the interactions between market participants;• an appropriate risk profile for the activities of market participants;

whilst maintaining and enhancing the attractiveness of the international securities market.

Senior Advisory Group

The Senior Advisory Group will, during the implementation phase:

• Ensure the accuracy of ISMAG standards;• Promote and monitor the timely implementation of ISMAG standards in the market (across

locations and issuance mix);• Ensure adequate communication of ISMAG standards to market participants and trade

associations;• Monitor and/or address relevant regulatory and/or market policy developments and

integrate, where relevant, such recommendations;

More specifically, the Senior Advisory Group will:

• Facilitate communication with the market with a view to support the effective implementation of the ISMAG change programme;

• Review the Performance Indicators results that will impact the market practices of issuers, lawyers, lead managers, Issuer’s Agents and all market stakeholders in order to foster adherence and compliance;

• Oversee ICSDs compliance monitoring (ISMAG quality label, and measures taken in case of non compliance);

• Ensure the accuracy of the ISMAG change programme and update if necessary;

Annex 14 B: ISMAG – Implementation Phase Terms of Reference

1 The ISMAG implementation phase started in January 2011


156

Implementation Monitoring GroupThe Implementation Monitoring Group (“IMG”), established under the auspices of the ISMAG, is responsible for monitoring and measuring the implementation of the ISMAG change programme. The IMG will,

• Monitor Key performance indicators results, globally and/or within each members own firm;

• Promote ISMAG recommendations and share implementation best practices (hints & tips) with their peers, with other business/reporting lines within their organisations, and up/downstream counterparts, as applicable;

• Develop and deploy an implementation plan within each member’s firm;• Work on any additional objectives mandated by the Senior Advisory Group;

The Implementation Monitoring Group (the “IMG”) will replace the previous Working Groups initiated during 2007 & 2008.

The IMG will have a (joint) chair who will report to the Senior Advisory Group.

The Project Management OfficeThe Programme Management Office (the “PMO”) remains responsible for the follow-up deliverables, planning, and administrative support to the Senior Advisory Group and the Monitoring Group meetings.

Further, the “PMO” will ensure accurate implementation status reports to the Senior Advisory Group.

ISMAG Organisation

ChairmanshipThe Chair will remain as John Gubert, Independent Consultant.

MembershipMembers will be invited to join the Senior Advisory Group by the ICSDs. Members should be able to promote strategic market-wide proposals reflecting the views and interest of all market stakeholders. The ISMAG Chair will review on a regular basis the composition of the group, and propose new appointment(s) to the group or mandate the group to propose and approve new appointment(s). Other parties (e.g. market participants not formally represented at the ISMAG or regulators) may be invited to join any Senior Advisory Group meeting on an ad-hoc basis.

The members will include:• Representative(s) from the Issuer Agents, and/or the ICMSA;• Representative(s) from each ICSD;• Representative(s) from Lead Managers active on the international market; • Representative(s) from issuers active in the international market;• Representative(s) from major Global Custodians and/or the AGC, advising on behalf of

investors;ICMA will be observers.


157

Organisation Chart

Frequency of meetingsImplementation Monitoring Group: Every 3 months, commencing March 2011.

Senior Advisory Group: Every 4 months, commencing February 2011.

The ISMAG Chair and/or the PMO may call additional meetings to address issues they feel appropriate.

Agenda Prior to any group meeting, the Chair will set an Agenda based on the proposals from the members of the group. The Agenda will be forwarded to all members prior to the meeting.

Meeting MinutesThe meeting minutes will be drafted by the PMO. The Minutes will be circulated to all group members only after review by the respective Chairs, and submitted for approval at the respective following meeting.

ISMAG“Senior Advisory Group”

ISMAG PMO(ICSDs)

Monitoring Group


158

This document contains the standards proposed by the Corporate Action Joint Working Group (CAJWG), reviewed in the 1st quarter 2009 in consideration of the responses to the market consultation of the 4th quarter 2008 and endorsed by the involved associations: EuropeanIssuers, European Central Securities Depositories Association (ECSDA), European Association of Clearing Houses (EACH), Federation of European Securities Exchanges (FESE), European Banking Federation (EBF), European Association of Cooperative Banks (EACB), European Savings Banks Group (ESBG), European Securities Services Forum (ESSF/SIFMA).

The CAJWG has agreed on basic principles whereby the standards should be based on work already performed and should reflect future best market practices (rather than solutions currently applied in most markets) that, once implemented, should dismantle the operational part of Barrier 3 as concerns the categories of Corporate Actions addressed.

This annex refers to the market standards covering the following categories of Corporate Actions (rather than individual event types):

1) Distributions- Distributions: Cash Distributions (e.g. cash dividend, interest payment) Securities Distributions (e.g. stock dividend, bonus issue)- Distributions with Options (e.g. optional dividend)

2) Reorganisations- Mandatory Reorganisations with Options (e.g. conversion)- Mandatory Reorganisations (e.g. stock split, redemption)- Voluntary Reorganisations (e.g. tender offer)

The scope of application of the proposed market standards includes• all types of the above categories of Corporate Actions (Distributions and Reorganisations)• all securities deposited and settled in Book Entry form with an (I)CSD in Europe• all parties involved, i.e. Issuers, market infrastructures (trading, clearing and settlement), Interme-

diaries and End Investors, except for standards for transaction management which are directed at market infrastructures and Intermediaries only.

The subject matter of the standards concerns• the information flow throughout the chain of relevant parties• key dates and their sequence• the operational processing of Corporate Actions.

Annex 15: CAJWG - Market Standards for Corporate Actions Processing


159

Announcement by Issuer

Ex Date Record Date Payment Date

minimum two Business Days

Settlement Cycle minus one Business Day

Preferably one Business Day

1 Including Investor (I)CSDs

Cash DistributionsSequence of dates

Note that the Ex Date is not applicable to securities in nominal, e.g. bonds

Market Standards for Cash DistributionsInformation from Issuer to Issuer (I)CSD

1. The Issuer should inform its Issuer (I)CSD of the details of a Cash Distribution, including the key dates, as soon as the Issuer has publicly announced the Corporate Action according to applicable law. It should also inform the Issuer (I)CSD of any change or confirmation of the Corporate Action.

2. For floating rate instruments, the Payment Date confirmation and the announcement of the next applicable rate with reference to the applicable period for that new rate should be made in two separate announcements and not combined in the same.

3. The information should be communicated in formatted electronic form using standards defined and used by the securities industry, such as the ISO standards, irrespective of the communication channel used.

4. For narrative text in the information, Issuers with an international shareholder base should use at least a language customary in the sphere of international finance, currently English.

Information from Issuer (I)CSD to its participants

5. The Issuer (I)CSD should communicate the information, and any subsequent information, without undue delay of receipt from the Issuer, to all its participants1 who, at the time of the announcement, have a direct holding or Pending Transaction in the Underlying Security with the Issuer (I)CSD.

6. The Issuer (I)CSD should also inform, without undue delay, any participant who obtains a holding or is subject to a new Transaction on the Underlying Security after the announcement until the Record Date.


8. If a Payment needs to be reversed, an announcement, including the reason for such reversal, should be made by the Issuer (I)CSD to all affected parties prior to processing the reversal.


160

Information flow from (I)CSD participants to End Investors

9. (I)CSD participants, their clients and the onward Chain of Intermediaries, each at its respective level towards its own clients, should comply with standards 5 and 6 above until the information reaches the End Investor. For End Investors, information by means of account statement is deemed sufficient unless provided otherwise in their service level agreement.

10. The information should be communicated to Intermediaries in formatted electronic form using standards defined and used by the securities industry, such as the ISO standards, irrespective of the communication channel used.

11. The information should be communicated to non-Intermediaries, including End Investors, in a clear and comprehensible way.

Key dates

12. Key dates are: a) for Distributions relating to securities in nominal (e.g. bonds): Record Date and Payment Date. b) for Distributions relating to securities in units (e.g. shares): Ex Date, Record Date and

Payment Date.13. The public announcement by the Issuer under standard 1 above should be made at least two

Business Days before the Ex Date.14. For floating rate instruments, the payable rate should be confirmed as soon as possible but no

later than three Business Days before the Payment Date.15. The Ex Date should precede the Record Date by one Settlement Cycle minus one Business Day.16. The Payment Date should be as close as possible to the Record Date, preferably the next Business Day.

Processing

17. Payments should be by Book Entry.18. Interest Payments should be processed separately from redemptions even if their Payment Dates

coincide.19. All Cash Distributions and related Market Claims should be paid in cash and not coupons.20. For Payments, the following should apply: a) From Issuers to (I)CSD participants, Payments should be made through the Issuer (I)CSD,

using the same Payment mechanism as for other cash transactions through the Issuer (I)CSD. b) Payments by Issuers and Issuer (I)CSDs should be in the original currency as per the announcement under standard 1 above. c) The Issuer should make Payments as early as possible after opening of the Payment system

and no later than 12:00 noon Issuer (I)CSD local time. d) No blocking of holdings for the purpose of Cash Distributions. e) If a correction of the Payment is necessary, it should take the form of a complete reversal of the

Payment followed by a new correct Payment.


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Securities DistributionsSequence of dates

Market Standards for Securities DistributionsInformation from Issuer to Issuer (I)CSD

1. The Issuer should inform its Issuer (I)CSD of the details of a Securities Distribution, including the key dates and the ISIN of the outturn security, as soon as the Issuer has publicly announced the Corporate Action according to applicable law. It should also inform the Issuer (I)CSD of any change or confirmation of the Corporate Action and, if applicable, of the reference price for compensation of Fractions by the Issuer.









Ex Date Record Date Payment Date



one Business Day


162


8. (I)CSD participants, their clients and the onward Chain of Intermediaries, each at its respective level towards its own clients, should comply with standards 4 and 5 above until the information reaches the End Investor. For End Investors, information by means of account statement is deemed sufficient unless provided otherwise in their service level agreement.



Key Dates

11. Key dates are Ex Date, Record Date and Payment Date.12. The public announcement by the Issuer under standard 1 above should be made at least two

Business Days before the Ex Date.13. The Ex Date should precede the Record Date by one Settlement Cycle minus one Business Day.14. The Payment Date should be the next Business Day after Record Date.

Processing

15. Payments should be by Book Entry.16. For Payments in securities, the following should apply: a) The Issuer should make Payments through the (I)CSD as early as possible and no later than

the opening of the settlement system for settlement on the relevant Payment Date. b) The Payments should be processed by rounding down to the nearest whole number (top-down method). c) When Fractions occur and the Issuer compensates them in cash at the level of the Issuer (I)

CSD, the Issuer (I)CSD participants and all the Intermediaries down the chain should on their turn, each at its respective level, also compensate any Fractions in cash.

17. For Payments of Fractions in cash, where applicable, the following should apply: a) From Issuers to (I)CSD participants, Payments should be made through the Issuer (I)CSD,

us ing the same Payment mechanism as for other cash transactions through the Issuer (I)CSD. b) Payments by Issuers and Issuer (I)CSDs should be in the original currency as per the announcement under standard 1 above. c) The Issuer should make Payments as early as possible after opening of the Payment system

and no later than 12:00 noon Issuer (I)CSD local time. d) If a correction of the Payment is necessary, it should take the form of a complete reversal of the



163

Distributions with OptionsOverall sequence of dates

Market Standards for Distributions with Options

1. Distributions with Options should be represented by an Interim Security with an official ISIN.2. The issuance of the Interim Security and the options attached to it should be operationally treated

as two separate Corporate Actions, the first being a Distribution, the second a Mandatory Reor-ganisation with Options (or a Voluntary Reorganisation). They should be communicated to the Issuer (I)CSD at the same time and the second Corporate Action type should be indicated in the information of the first Corporate Action.

3. The standards for Securities Distributions should apply to the first Corporate Action, i.e. the Distribution.

4. The standards for Mandatory Reorganisations with Options (or Voluntary Reorganisations) should apply to the second Corporate Action, i.e. the Mandatory Reorganisation with Options (or the Voluntary Reorganisation).

5. The Election Period determined by the Issuer should not start before the Payment Date of the Interim Security.

6. The Intended Settlement Date of any Transaction in the Interim Security should not be prior to the Payment Date of the Interim Security.


Ex Date Record DatePayment Date

of Interim Security

Start of Election Period

GuaranteedParticipation

Date

BuyerProtectionDeadline

Market Deadline

Payment Dateof proceeds



minimum fifteen Business Days

Minimum ten Business Days

one Business Day

minimum one Business Day

preferably Business Day

Settlement Cycle plus two hours

D i s t r i b u t i o n

M a n d a t o r y R e o r g a n i s a t i o n w i t h O p t i o n s


164

Mandatory Reorganisations with OptionsSequence of dates

Market Standards for Mandatory Reorganisations with OptionsInformation from Issuer to Issuer (I)CSD

1. The Issuer should inform its Issuer (I)CSD of the details of a Mandatory Reorganisation with Options, including the key dates and the Issuer default option, as soon as the Issuer has publicly announced the Corporate Action according to applicable law. It should inform the Issuer (I)CSD also in case of a change or confirmation of the Corporate Action and, if applicable, of the reference price for compensation of Fractions by the Issuer.





5. The Issuer (I)CSD should also inform, without undue delay, any participant who obtains a holding or is subject to a new Transaction on the Underlying Security after the announcement until the Market Deadline.




Start of ElectionPeriod

Guaranteed Participation

Date

Buyer Protection Deadline

Market Deadline

Payment Date of proceeds

Minimum twobusiness days

Minimum ten Business Days


Minimum one Business Day

Preferably one Business Day



165


8. (I)CSD participants, their clients and the onward Chain of Intermediaries, each at its respective level towards its own clients, should comply with standards 4 and 5 above until the information reaches the End Investor.



Key dates

11. The public announcement by the Issuer under standard 1 above should be made at least two Business Days before the start of the Election Period.

12. The start of the Election Period as determined by the Issuer should be at least ten Business Days before the Market Deadline4.

13. The Guaranteed Participation Date should precede the Buyer Protection Deadline by one Settlement Cycle plus two hours5.

14. The Buyer Protection Deadline should be at least one Business Day before the Market Deadline.15. The Payment Date of the elected Option should be as close as possible to the Market Deadline,

preferably the next Business Day.

Processing

16. Payments should be by Book Entry.17. An ISIN that is different from the ISIN of the Underlying Security should be allocated to each

outturn security.18. Each option should have a unique identifier provided by the Issuer, that will be maintained by the

Issuer (I)CSD and all Intermediaries.19. Elections should be communicated from the last intermediary in the Chain of Intermediaries up to

the Issuer in formatted electronic form using standards defined and used by the securities industry such as the ISO standards, irrespective of the communication channel used.

20. Underlying Securities6 on which an election is made should be separated accounting-wise from non-elected Underlying Securities1 by the (I)CSD and all Intermediaries.

21. For non-elected Underlying Securities6, the default option as announced by the Issuer should apply.

22. For Payments in cash, the following should apply: a) From Issuers to (I)CSD participants, Payments should be made through the Issuer (I)CSD,

using the same Payment mechanism as for other cash transactions through the Issuer (I)CSD. b) Payments by Issuers and Issuer (I)CSDs should be in the original currency as per the

announcement under standard 1 above. c) The Issuer should make Payments as early as possible after opening of the Payment system

and no later than 12:00 noon, Issuer (I)CSD local time. d) If a correction of the Payment is necessary, it should take the form of a complete reversal of the


4 In case of multiple deadlines, the earliest deadline is meant here.5 Buyer Protection should thus still be possible for two hours after closing of settlement on the day of the Buyer Protection Deadline. 6 Interim Security in case the Mandatory Reorganisation with Option is the second Corporate Action in a Distribution with Options.


166

23. For Payments in securities, the following should apply: a) The Issuer should make Payments to the (I)CSD as early as possible and no later than the

opening of the settlement system for settlement on the relevant Payment Date. b) The Payments should be processed by rounding down to the nearest whole number

(top-down method). c) When Fractions occur and the Issuer compensates them in cash at the level of the Issuer (I) CSD, the Issuer (I)CSD participants and all the Intermediaries down the chain should on

their turn, each at its respective level, also compensate any Fractions in cash.

Mandatory ReorganisationsSequence of dates

Market Standards for Mandatory ReorganisationsInformation from Issuer to Issuer (I)CSD

1. The Issuer should inform its Issuer (I)CSD of the details of a Mandatory Reorganisation, including the key dates, as soon as the Issuer has publicly announced the Corporate Action according to applicable law. It should also inform the Issuer (I)CSD of any change or confirmation of the Corpo-rate Action and, if applicable, the reference price for compensation of Fractions by the Issuer.



Information from Issuer (I)CSD to participants

4. The Issuer (I)CSD should communicate the information, and any subsequent information, without undue delay of receipt from the Issuer, to all its participants7 who, at the time of the announce-ment, have a direct holding or Pending Transaction in the Underlying Security with the Issuer (I)CSD.



Last trading date Record Date Payment Date


minimum one Settlement Cycle

preferably one Business Day



167







Key dates

11. The public announcement by the Issuer under standard 1 above should be at least two Business Days before the last trading date as determined by the Issuer.

12. The last trading date, i.e. the last date to trade the Underlying Security in the old ISIN, should pre-cede the Record Date by at least one Settlement Cycle.

13. The Payment Date should be as close as possible to the Record Date, preferably the next Business Day for cash outturns and the next Business Day for securities outturns.

Processing

14. Payments should be by Book Entry.15. Redemptions should be processed separately from Interest Payments even if their Payment

Dates coincide.16. An ISIN that is different from the ISIN of the Underlying Security should be allocated to each

outturn security.17. For Payments in cash, the following should apply: a) From Issuers to (I)CSD participants, Payments should be made through the Issuer (I)CSD,

using the same Payment mechanism as for other cash transactions through the Issuer (I)CSD. b) Payments by Issuers and Issuer (I)CSDs should be in the original currency as per the

announcement under standard 1 above. c) The Issuer should make Payments as early as possible after opening of the Payment system

and no later than 12:00 noon, Issuer (I)CSD local time. d) If a correction of the Payment is necessary, it should take the form of a complete reversal of the

Payment followed by a new correct Payment.18. For Payments in securities, the following should apply: a) The Issuer should make Payments to the (I)CSD as early as possible and no later than the

opening of the settlement system for settlement on the relevant Payment Date.b) The Payments should be processed by rounding down to the nearest whole number

(top-down method).c) When Fractions occur and the Issuer compensates them in cash at the level of the Issuer (I)CSD,

the Issuer (I)CSD participants and all the Intermediaries down the chain should on their turn, each at its respective level, also compensate any Fractions in cash.


168

Voluntary ReorganisationsSequence of dates

Market Standards for Voluntary ReorganisationsInformation from Issuer/Offeror to Issuer (I)CSD

1. The Issuer or the Offeror, as the case may be, should inform the Issuer (I)CSD of the details of a Voluntary Reorganisation, including the key dates, as soon as the Issuer, or the Offeror, has publicly announced the Corporate Action according to applicable law. The Issuer or the Offeror, as the case may be, should also inform the Issuer (I)CSD of any change or confirmation of the Corporate Action.




4. The Issuer (I)CSD should communicate the information, and any subsequent information, without undue delay of receipt from the Issuer or the Offeror, as the case may be, to all its participants8

who, at the time of the announcement, have a direct holding or Pending Transaction in the Underlying Security with the Issuer (I)CSD.

5. The Issuer (I)CSD should also inform, without undue delay, any participant who obtains a holding or is subject to a new Transaction on the Underlying Security after the announcement until the Market Deadline.




Start of ElectionPeriod

Guaranteed Participation

Date

Buyer Protection Deadline

Market Deadline

Results publication

date, Payment Date

minimum twoBusiness Days

minimum ten Business Days


minimum one Business Day

preferably one Business Day



169



9. The information should be communicated to Intermediaries in formatted electronic form using standards defined and used by the securities industry, such as the ISO standards, irrespective from the communication channel used.


Key dates

11. The public announcement by the Issuer or the Offeror, as the case may be, under standard 1 above should be made at least two Business Days before the start of the Election Period as determined by the Issuer or the Offeror respectively.

12. The start of the Election Period as determined by the Issuer or the Offeror, as the case may be, should be at least ten Business Days before the Market Deadline9.

13. The Guaranteed Participation Date should precede the Buyer Protection Deadline by one Settlement Cycle plus two hours10.

14. The Buyer Protection Deadline should be at least one Business Day before the Market Deadline.15. The Payment Date should be as close as possible to the Market Deadline, preferably the next

Business Day.16. When the Voluntary Reorganisation is conditional, the Issuer or the Offeror, as the case may be,

should publish the result of the elections. The results publication date should follow the Market Deadline as soon as possible, preferably the next Business Day, but before the Payment is made. Payment Date should preferably be one Business Day after results publication date.

Processing

17. Payments should be by Book Entry.18. An ISIN that is different from the ISIN of the Underlying Security should be allocated to each outturn security.19. Each Option should have a unique identifier provided by the Issuer or the Offeror, as the case may

be, that will be maintained by the Issuer (I)CSD and all Intermediaries.20. Elections should be communicated from the last intermediary in the Chain of Intermediaries up to

the Issuer or the Offeror, as the case may be, in formatted electronic form using standards defined and used by the securities industry such as the ISO standards, irrespective of the communication channel used.

21. Securities on which an election is made should be separated accounting-wise by the (I)CSD and all Intermediaries from non-elected securities.

22. For Payments in cash, the following should apply:

9 In case of multiple deadlines, the earliest deadline is meant here.10 Buyer Protection should thus still be possible for two hours after closing of settlement on the day of the Buyer Protection Deadline.


170

a) From Issuers or Offerors to (I)CSD participants, Payments should be made through the Issuer (I)CSD using the same Payment mechanism as for other cash transactions through the Issuer (I)CSD.

b) Payments by Issuers, Offerors and Issuer (I)CSDs should be in the original currency as per the announcement under standard 1 above.

c) The Issuer or the Offeror, as the case may be, should make Payments as early as possible after opening of the Payment system and no later than 12:00 noon Issuer (I)CSD local time.

d) If a correction of the Payment is necessary, it should take the form of a complete reversal of the Payment followed by a new, correct Payment.

23. For Payments in securities the Issuer or the Offeror, as the case may be, should make Payments to the Issuer (I)CSD as early as possible and no later than the opening of the settlement system for settlements on the relevant Payment Date.


171

Field Name DefinitionAccrued Interest Amount (per denomination)


Accrued Interest Flag Indicates if the holder is entitled to accrued interestAccrued Interest Period Rule Rule that defines the period on which the exercising holder will receive the interest, e.g. from the last interest payment date to, but excluding the

exercise dateAdditional Warrant Exercise Option Specifies what needs to be exericsed in addition to the warrant to receive the proceedsAdjustment of Interest Period Specifies whether the interest period end date moves if the planned interest end date falls on a non-business day. Required for both Fixed and

Variable rate securities.Agent Deadline (Early) Last day/time at which the agent will accept instructions about a given CA event for the Early PeriodAgent Deadline (Final) Last day/time in the location of the Agent by when the Agent will accept instructions about a given CA eventAgent Deadline (Intraday) Time & Timezone applicable by when the agent needs to receive instructions about a given CA event to process the same business day, e.g.

15:00 GMTAgent Reference Reference used by the agent to track the trade referred to.Aggregate Issue Size Total number of units issued.Aggregate Proceeds Amount This figure is used as a control to verify whether the information provided is correct. It represents the Unit Issue Price multiplied by the Aggregate

Issue Size.Announcement Date Date upon which the issuer or its agent announces that a CA event will occur.Appointed Agent Other agents required to perform specific roles. For example; Dealer, Arranger, Conversion Agent , Determination agent, etc.Barrier Barrier that defines as from when there is a loss on the actual note. Blocking Type Indicates if instructed/voted positions need to be blocked from trading until the latter of, 1.) the meeting date, or 2.) meeting results being

publishedBO to fill in the notice Indicates if the Beneficial Owner is responsible to fill in the notice. Please note the use of paper notices is not recommended for securities within

the ICSDs.Business Day Convention Specifies how a date is adjusted when it falls on a non-business day.

CA Status Defines the event status following 'subject to approval', either 'approved', event continues, or 'lapsed' and event is closedAPPD: ApprovedLAPS: lapsed: e.g. event conditions not met, quorum not reachedWHOU: wholly unconditional: no further conditions to be fulfilled. To be used when 'Function of the message' is 'REPLACEMENT'

CAEV Corporate action event indicatorCAEV Subtype INFO: For information only

CHUN: For information - change of underlyingVALU: with valuation and no impact on the actual noteADJT: with valuation (loss calculated/determined) and impact (poolfactor adjustment or nominal adjustment) on the actual note OPTH: resulting in a holder's option (BPUT, CONS,PHRD…) OPTI: resulting in an issuer's option (CALL, EXOF(mandatory), CHAN (eg. Change of maturity,coupon rate,…)

Calculation Agent An agent appointed by the issuer to process and disseminate coupon rate fixing or redemption information and to determine the amount payable under a security.

Calculation Agent Contact Details Contains the details (name, e-mail address and/ or telephone number) of the sender at the agent in case further clarifications are required.

CAMV Defines "Mandatory" Events: NO instructions from security holder required, and "Voluntary" Events: instructions from security holder required

CAON Corporate action option number: this identification is assigned by account servicer to identify the option of a CA event.Required in ISO message.

CAOP Default Action The option that holders will receive if they don't send an instruction: NOAC = No ActionCap Rate Maximum interest rate or index amount that the security pays if the benchmark reaches its maximum level.Cash Calculation Method The formula used to calculate the cash settlement amount for the issuer's option to pay in cashCash Fractions Amount (per denomination) Cash amount per multiple denomination that corresponds to the fractional shares

Cash Fractions Calculation Rule Rule that defines how the cash fractions payable will be calculatedCash Fractions Currency The ISO currency for the payment of the odd-lot amount.Cash Indicator Indicator to highlight that the Issuer may settle the conversion in cash instead of sharesCash Payment Date Rule Rule that defines how many days after the exercise date the cash should be in the account of the paying agentCash Settlement Currency The ISO currency of the cash settlement proceeds on the issuer's option to pay cash in lieu if securities settlementCash/Shares Indicator Indicator to highlight that the Issuer may settle the exchange in cash instead of securitiesCertification Flag Whether or not certification is required from the account owner.

Y: certification requiredN: no certification required

Certification Type Code indicating the type of certification required.SNUS Short form Non-U.S. : Beneficial ownership certification under US securities or tax lawsLNUS Full form Non-U.S. : Beneficial ownership certification under US securities or tax lawsCERR Certificate required : Physical certificate requiredOTHR Other : Specific electronic certificationUNKN Unknown : Required certification type unknownQIBC Qualified buyer : Qualified institutional buyer certificationACCI Accredited Investor : Accredited investor certification required

Charges/Fees Indicator highlighting if charges/fees may be payable in order to receive settlement consideration, e.g. SDRT, Registration charges, etc.Chill Period The period when a security cannot be traded in DTC. There can be several reasons for a chill: upcoming payment, agent request, default, etc

Class Identifier that links multiple security classes.Common Code A 9-digit number used to uniquely identify individual securities between the ICSDs and their participants, and allocated by either of the ICSDs.

Common Safekeeper (CSK) The entity appointed by the ICSDs to provide safekeeping for securities in NGN form.Common Service Provider (CSP) The entity appointed by the ICSDs to provide asset servicing for the securities in NGN form.Conditional Event Option Defines under which circumstances an option may be exercisedConfidentiality Indicates whether the details of the security are to be made available to the market, or kept private between ICSDs and agency network.Consent Agenda / Resolutions Agenda and proposed Resolutions on which consent is solicitedConsent Announcement Date Defines the date when the consent outcome will be announcedConsent Level Required Defines the required level of consent needed in order for the requested change to proceed. If the consent level is not met, the change will not

proceed.Contact Name The details (name, e-mail address and/or telephone number) at the agent in case further clarifications are required. For Programme Issuance, the

person requesting the acceptance of the programme. For Stand alone Issuance, the person requesting the allocation of the ISIN. For Change Events, the sender at the informing agent, passing details to the next party in the chain.

Conversion Agent An agent appointed by the Issuer to instruct the execution of conversion or exchanges of securities.Conversion Date Definition Rule Rule that defines the date when the agent executes the instruction, e.g. usually either the date when both the instruction and notice received by

the agent/issuer, or that date date +1BD, etc. Expected settlement date derived from this.Conversion Price Price of one underlying security to be used in the formula to calculate the number of proceeds to be receivedConversion Ratio Number of shares to be received per nominal value of bond presented for conversion , e.g. Nominal of bond * (FX rate) / price per share Credit Event Date Date as from which the credit event occurs as from terms and conditionsDay Count Convention Specifies the computation method of (accrued) interest of the security. See ISMAG Recommendation in Annex 8Deadline to send notice In case a specific notice (paperform) is required to be sent, this indicates the ultimate date/time to send the notice if different from event deadline.

Please note that the use of paper notices is not recommended for securities in the ICSDs.Deadline to send notice (Early) In case a specific notice (paperform) is required to be sent, this indicates the early deadline date/time to send the notice if different from early

deadline. Please note that the use of paper notices is not recommended for securities in the ICSDs.

Annex 16: Glossary of Template Fields


172

Field Name DefinitionDeadline to send notice (Final) In case a specific notice (paperform) is required to be sent, this indicates the ultimate date/time to send the notice if different from event deadline.

Please note that the use of paper notices is not recommended for securities in the ICSDs.Default Action Defines the action taken by the Issuer in case of non-exercise by the holderDefault Action Application Date/time when Issuer may automatically exercise or Lapse warrantsDefault Redemption Payment Type The default redemption payment type where an option is available.Denomination (Minimum) The minimum amount of the security that can be transferred.Denomination (Multiple) The smallest amount of the security that can be transferred. If a denomination exists, it represents the higher integral multiple amount. The

ICSDs will ensure the higher integral multiple amount is wholly divisible into the nominal amount of the issue.Depository A Depository is a bank, appointed by the relevant clearing system as a depository for instruments issued in global or definitive form. The

Depository keeps the securities for safekeeping purposes on behalf of the clearing system(s).Details to send Notice Address and/or Fax to which the notice has to be sent. Please note that the use of paper notices is not recommended for securities within the

ICSDs.Determination Date The date on which the payable amount will be determined by combining the elements mathematically calculated on fixing date and the last

elements of the formula (it may or may not coincide with the fixing date). It is often quite close to payment date. Disclosure Level Defines if there is an obligation to disclose the name and account details of the ICSD customer, their underlying clients or the Beneficial Owner

(local legislation)Disclosure Requested Defines if there is an obligation to disclose the customer name and account details.Disposition of fractions Specifies how fractions resulting from derived securities will be processed or pro-rated.

BUYU Buy Up: Additional cash paid by the intended recipient to buy-up to the next whole number of security entitlementCINL Fractional Part for Cash: Receive cash in lieu of fractionsDIST Distributed: Take distribution of fractions in the form of securitiesRDDN Round Down: Round Down to the nearest whole numberRDUP Round Up: Round up to the nearest whole numberSTAN Standard: If the fraction is greater than or equal to 0.5 of a security, Round-up; if less then 0.5, Round-down

DR Conversion Price Price of one underlying security to be used in the formula to calculate the number of proceeds to be receivedDR Delivery Agent An agent appointed by the Issuer to deliver proceeds of conversion or exchanges of securities.DR FOREX Rate The foreign exchange rate applicable between parent and underlying securities that must be used to calculate ratio.DR Local Market Settlement Details Details of local market settlement agent, i.e. where the securities are being delivered from (Bank/Counterparty/BIC code)DR Proceeds Dividend Right The dividend right of the related security, i.e. indicating whether the shares/DRs are new or rank Pari PassuDR Proceeds ISIN ISIN identification of the securities that represent the proceed of the exercise.DR Proceeds Name The name of the securities that represent the proceed of the exercise. Early Deadline First deadline in multiple period offer: day/time at which the issuer will accept first period instructions about a given CA eventEarly Deadline for Instruction Withdrawal First deadline in multiple period offer: day/time at which the agent will accept withdrawal of first period instructions about a given CA event

Early Fee Conditions Defines in which cases the Issuer will pay an early fee to holdersEarly Incentive Fee Rate Additional cash amount payable for holders instructing in the Early PeriodEarly Redemption Date Details the date on which a security will be redeemed early.Early Solicitation Fee Rate Cash amount payable in addition to solicitation fee for holders instructing in the Early PeriodEffective Date Date from which the change becomes/became effective, to be notified for every change.Electronic Certification Foreseen No paper forms required, electronic certification acceptedEligible Exchangeable Amount Defines if 'any and all securities will be exchanged' or 'an upper maximum amount'Event Conditions Specifies the conditions and period/dates during which conversion/exercise rights may or may not be undertakenExchange Agent An agent appointed by the Issuer to instruct the execution of conversion or exchanges of securities.Exchange Ratio Number of proceeds securities to be received per notional/nominal exchanged (incl. Pool Factor, if applicable). Can be fixed prior to event launch

or subject to calculation after the launch of the offer.Ex-date for Dividend Details the date after which the proceed received on the local market will no longer be entitled to the dividend payment.Exercisable Quantity (Minimum) Minimum quantity of securities that must be exercisedExercisable Quantity (Multiple) Minimum multiple quantity of securities that must be exercisedExercise Date Date upon which the warrants are exercisedExercise Date Definition Rule Rule that defines the date when the agent executes the instruction, e.g. usually either the date when both the instruction and notice received by

the agent/issuer, or that date date +1BD, etc. Expected settlement date derived from this.Exercise Date or Period Frequency Specifies the frequency (occurrence) of the event.Exercise Period Frequency Specifies the frequency (occurrence) of the event. E.g. single/ with a frequency/ at any time.Exercise Price The amount of cash to be presented with each warrant to receive the proceed securityExercise Ratio Notional amount of warrants to be presented per proceed securityExercise Security Deliverable Quantity Defines the applicable amount of related securities, in addition to the warrants, that must be delivered to exercise the warrantsExercise Security Delivery Date Rule Rule defines when securities, in addition to the warrants, that must be delivered to exercise the warrantsExercise Security Delivery Details Defines the account where the related securities, in addition to the warrants, must be delivered to exercise the warrantsExercise Security ISIN Defines the applicable ISIN of related securities, in addition to the warrants, that must be delivered to exercise the warrantsExercise Security Name Defines the applicable name of related securities, in addition to the warrants, that must be delivered to exercise the warrantsExpected Fungibility Date The expected date on which the subsequent tranche will funge (daughter code into mother code). Expected Settlement Date Date on which settlement of proceeds is expected, or in case of continuous processing, the number of business days between the instruction and

the settlement of securities or paymentExpected Settlement Date (Cash) Date on which settlement of incentive fee is expectedExpected Settlement Date Rule Rule that defines the number of business days between the exercise/conversion date and the expected settlement of securities/cash proceeds

Expected Settlement Date Rule (Cash) Rule to determine the cash settlement date when exercising the cash option.Expiry Date Date upon which the warrants expireExtended Maturity Date Date/time to which a date might be extended.Extension upon notification or automatic Extension is either automatic, or by notification, of the option holder.Extent of Exercise Period Specifies the period of the event if not = to the life of the security (from issuance to maturity)Face amount reduction rate or pool factor Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) Fast (Bond) / Non Fast (MTN) FAST is a DTC settlement system, which allows for the quick creation and cancellation of securities directly in DTC participants accounts. A FAST

eligible security will be created by DWAC deposit and cancelled by DWAC withdrawal. Non-FAST securities need to move to and from the agent's account.

Field Name 1 Defines the field from the governing documentation that is being amendedField Name 2 Defines the field from the governing documentation that is being amendedFinal Instruction Withdrawal Deadline Final date/time by when instruction withdrawals are permittedFinal Maturity Date Planned final repayment date known at the time of issuance.Financial Centre for Payments Financial place taken into account to adjust the date and time, as defined within the business day convention. See ICMSA Recommendation in

Annex 10 of the MPBFinancial Centre for Rate Fixing Financial place taken into account in fixing the rateFinancial Centres for Notice Days Financial place taken into account to determine the day on which the notice has to be provided.First Interest Period Commencement Date First date/time on which a security begins to accrue interest (can be different to the closing date)

First Irregular Payment Date The first interest payment date Fixed Coupon Amount Amount of fixed interest that will be received per denomination Fixed Interest Amount Amount of fixed interest that will be received per denominationFixed Interest rate Per annum ratio of interest paid to the principal amount of the financial instrument for a specific period of time.Fixed Interest Rate Per annum ratio of interest paid to the principal amount of the financial instrument for a specific period of time. Fixing or Valuation Date The date that will be considered to calculate the parameters and components for calculation of the proceeds amount.Fixing or Valuation Date Rule Rule that defines when the fixing or valuation will occur, e.g. X days after exercise date.


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Field Name DefinitionFixing or Valuation Method Method by which the proceeds ratio will be calculatedFloor Rate Minimum interest rate or index amount that the security pays if the benchmark reaches its minimum level.FOREX Rate The foreign exchange rate applicable between parent and underlying securities that must be used to calculate ratio.Formula / Additional Details Details of formula used for the income calculations (including observation periods, margin %, index,…) or any details related to the payment.

Formula Description or Conditions Description of formula components/ conditions applicable for the income calculations (including observation periods, margin %, index,…) or any details related to the payment.

FRN Interest Index Identifies the index of reference, e.g. LIBOR or EURIBOR FRN Margin Calculation The field identifies the floating rate calculation ruleFRN Margin Percentage Margin expressed in percentage that must be added or deducted from the floating rate base index to calculate the final rateFull Consent Information (Online) Details defining where online information of the Consent may be obtained/viewedFull Event Information (Online) Details defining where online information of the Event may be obtained/viewedFull Meeting Information (Online) Details defining where online information of the Meeting Event may be obtained from (CAJWG recommendation)Function of the Message Defines what is the function of the notification: provides the result of a meeting/ consent, replaces a previous notification when valuation results or

positive outcome are provided, or withdrawal of previous notification when condition outcome is negativFungibility It indicates if the security (daughter code) is to be fungible with an original tranche (mother code).Fungible ISIN The ISIN of the security (mother code) with which the tranche is going to funge Generic Cash Price per Product Received Generic cash price received per denomination by the underlying security holder either as a percentage or an amount, depending on the trading

method, taking the pool factor into consideration. (e.g. Redemption Price x Pool Factor= Generic Cash Price per Product Received)

Global Type Identifies if the security will be issued in New Global Note (NGN) or Classical Global Note (CGN)- New Global Note (NGN) Form of global certificate which refers to the books and records of the ICSDs to determine the IOA.- Classical Global Note (CGN): Form of Global certificate which requires physical annotation on the attached schedule to reflect changes in the IOA.

Governing Law Jurisdiction (country, county, state, province, city) of the issue.Grace Period End Date Rule Rule to determine the ultimate date the issuer can pay before a default event is triggeredGuarantee Type Secured (A debt issue against which specific assets are pledged to secure the obligation e.g. mortgage, receivables).

Unsecured / unguaranteed (The direct obligations of the issuer rest solely on its general credit.)Guarantor Legal entity, other than the issuer, who gives guaranty, e.g., the guarantor becomes liable in case of default.Incentive Fee Defines wether the Issuer will pay a fee to voting or consentingIncentive Fee Conditions Defines in which cases the Issuer will pay an incentive fee

Incentive Fee Deadline Deadline by when votes must have been cast in order to receive the incentive feeIncentive Fee Rate Defines the currency and amount per denomination an Issuer will pay as fee to voting or consenting holdersInformation Confidentiality Details whether ICSDs may publish the available event documentation for online consultation.Initial Interest Type Per annum ratio of interest paid to the principal amount of the financial instrument for the Initial Interest Type Period Initial Interest Type Period Period during which the Initial Interest Type applies for a Dual Basis security (FRN to FIX or FIX to FRN) Initial Physical Form It indicates the physical form of the securities on the closing dateInstruction Withdrawal Deadline Date/time by when instruction withdrawals are permittedInstruction Withdrawal Flag Indicates whether withdrawal of instruction is allowedInstruction Withdrawal Rule Rule that defines when instructions are irrevocable, e.g. once the notice/instruction has been received by the agent, this becomes irrevocable.

Instrument Category It indicates the category of financial instrument for Programmes or Stand alone securitiesInstrument Classification The Instrument Classification defines and describes the classification of financial instruments.

The classification system applies to financial instruments negotiated internationally as well as to domestic instruments. This Classification Standard is intended for use by the Clearing Systems to define the type of security issued.

Instrument Sub-Category/Structure Type

It indicates the type of deal for structured finance

Interest Daily Accrual Period Interest period of a plain vanillia instruments where a rate of interest (generally annual rate) is applied on every single day of the interest period defined from and including the start date of the period to but excuding the end date of the period.

Interest Fixing Date Date/time at which the rate determination is made, also called determination date.IPSD (Interest Period Starting Date), PAYD (Payment date), IPED (Interest Period End date), MATD (Maturity Date)

Interest Fixing Day Count The number of business days to deduct before the coupon fixing reference date.Interest Fixing Day Count Type business days /calendar daysInterest Payment Date Rule Number of days between the coupon ending date and the coupon payment date - when a count - or a fixed specified date in the month (a rule).

Interest Payment Date Rule Type business days, calendar days or ruleInterest Payment Type Form of interest payment, whether the investor will receive interest in the form of cash or securities . The proceeds can be conditional

Interest Period Ending Date Rule It indicates the end of the interest accruing period for all coupons. It indicates how the planned end date must be adjusted in case it falls on a non-business day: no adjustment, move to preceding/next business day

Interest Rate Annual rate of a financial instrumentInterest Type Whether interest rate is fixed, variable or other.

ZCP (zero coupon), FIX (fixed), FRN (floater rate note), DUAL BASIS, N/A (e.g. for warrants).Interpolated Rate Defines the calculation applicable in the case of an irregular (short/ long) couponISIN A 12-digit security identification code comprised of a 2-digit ISO 3166 country code, a 9-digit national number (e.g. cusip) and a 1-digit 'check

number'.Issue / Closing Date The Closing Date (for syndicated issuance) or Issuance Date (for non-syndicated issuance) is the date on which issue’s proceeds are paid to the

issuer and securities are created and distributed to investors (primary distribution/settlement). Issue Price The issuance (i.e. closing date) issue price of the security expressed in percentage.Issue Rank Junior/Subordinated (In the event of bankruptcy, subordinated debt-holders receive payment only after senior debt is paid in full).

Senior (Receiving priority in a debt claim in the event of liquidation.) Issuer Address For Programmes: Issuer(s) address

Postal address of the entity issuing the securities.Issuer Business It indicates the activity type of the issuerIssuer Name The name of the entity issuing the securities.

For Programmes: Issuer(s) Name= The name of the entity(ies) issuing the securities off the Programme facility.Issuer Option to choose payment type Whether there is an option to choose the form of redemption payment.Issuer Place of Incorporation Place of incorporation of the issuer, jurisdiction under which the issuer falls

For Programmes: Issuer(s) place of incorporationIssuing Agent An agent appointed by the issuer to issue securities to the market and receive corresponding payments, if applicable, from the Dealer on the

Issue Date.Last Irregular Payment Date The last interest payment date Last Settlement Date for Warrants Last possible date to settle trades or transactions in the warrantLatest Agent Deadline Latest deadline to tender under the old conditions Lead Manager An entity appointed by the issuer to structure and lead the placement of a syndicated issueLegal Certification Form Code indicating the form of the certification: long or short.Legal Certification Frequency Code indicating when the certification is required (e.g. on first certification event date, on each certification event up to legal certification date, etc)

Legal Form Bearer: The owner is not registered in the books of the issuer or of the registrarRegistered: Securities are recorded in the name of the owner on the books of the issuer or the issuer's registrar and can only be transferred to another owner when endorsed by the registered owner.

Legal Restrictions Registration exceptions or RLS at the level of the security or issuer.Local Market Settlement Details Details of local market settlement agent, i.e. where the securities are being delivered from (Bank/Counterparty/BIC code)Loss Type Identification of loss incurred by the reference entity, note or bothLoss Type Indicator Indicates how the loss is reflected on the note: by the nominal or the poolfactor of the impacted note.


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Field Name DefinitionMarket Deadline Date upon which the issuer has set as the deadline to respond with instructions. Expiry Date (on the market).Maximum Notice Day Count Maximum number of notice in days that must be given by the holder before the option can be exercisedMaximum Notice Period Max. notice in days the issuer must give to notify the outcome of an event. Eg. if the proceed amount is unknown, the issuer will advise Max X

days after the fixing date.Meeting Agenda / Resolutions Meeting Agenda and proposed Resolutions which will be voted on during the MeetingsMeeting Date Date on which the meeting will occurMeeting Location Location at which meeting will occur on Meeting Date. A physical address (not P.O. Box).Meeting Result Date Date on which the results from the meeting are available.Meeting Time Time & local Timezone applicable at which meeting will occur on Meeting DateMeeting/ consent resolution approved Defines whether the resolution has been approved or not at the meeting/consent.Meeting/ consent resolutions approved Defines the approved resolutions if there were several resolutions and not all were approved at the meeting/consent.Meeting/ consent resolutions not approved Defines the non approved resolutions if there were several resolutions and not all were approved at the meeting/consent.

Method of Distribution The way in which the issue will be marketed to the primary market, via individual dealers (so called non syndicated distribution) or via a syndicate of managers, underwriters and selling group members (so called syndicated distribution)

Minimum Notice Day Count Minimum number of notice in days that must be given by the holder before the option can be exercisedMinimum Notice Period Min. notice in days the issuer must give to notify of a change. Eg. for a suspension period, min X days before the occurrence, for a price/ratio

change, min X days before the effective date.Minimum Participation Threshold Minimum quantity of securities that must be exercised for the Offer to proceedMinimum Tradeable Size The minimum quantity of securities that can be transferred (in number of units).Multiple Tradeable Size The smallest quantity of securities that can be transferred. If a Minimum Tradeable Size exists, it represents the higher integral multiple amount.

(in number of units).New nominal New nominal amount, expressed in nominalNew Poolfactor New Poolfactor value, expressed in %.New Underlying New underlying security.NEW VALUE Field Name 1 Defines the NEW VALUE of the Field from the governing / event documentationNEW VALUE Field Name 2 Defines the NEW VALUE of the Field from the governing / event documentationNext Period Opens Details the period of action following the suspension periodNext Pool Factor Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) that will be applicable after the

redemption (factor) date. Nominal Amount Total Nominal Amount issued and Currency of issuance.Nominal Currency The ISO currency in which the security is being Issued Non Residence Certification It indicates which type of certificate must be received in order to fulfill the certification requirement Notice day count for event conditions Rule that defines the minimum number of days before the start date of the option period, the issuer will advise if the option goes through or not.

Or, if there is a condition to be fullfilled during the option period (eg. the conversion instructions will be executed if at least X percent participated to the conversion option), this field indicates the maximum number of days after the option period the issuer will advise if the option goes through or not.

Notice Day Count Rule Rule that determines the number of days notice the Issuer must provide to the exercising holder if the settlement will occur in cash and not securities as anticipated, e.g. conversion date + 1BD

Notice Day Type Defines the type of days referred to: Business days or Calendar daysNotice Type Indicates the type of notice. Please note the use of paper notices is not recommended for securities within the ICSDs.Notification Version Identification of an update/ amendment to be made on information received for current payment. Each amendment should be numbered

chronologically.Number of Days in the Period Defines the number of days to be taken into account for the calculation of interest.Observation Period Period during which the value of the underlying security, the index or any type of reference determining interest amount, is taken into

consideration for the rate calculation. May be different from the coupon accrual period. Offer Acceptance Announcement Date Date on which the outcome/result of the Offer will be announced.Offeror Name of the Offeror: Repurchase Offer (BIDS) = Issuer

Name of the Offeror: Tender Offer (TEND) = Name of 3rd PartyOld Nominal Previous nominal amount, expressed in nominalOld Poolfactor Previous poolfactor, expressed in %.Old Underlying Previous underlying security.OLD VALUE Field Name 1 Defines the OLD VALUE of the Field from the governing / event documentationOLD VALUE Field Name 2 Defines the OLD VALUE of the Field from the governing / event documentationOption Date The date the option to extend the maturity date is applicable.Option Holder The entity to whom the option for extension of the maturity date is applicable.Option to choose Interest Payment Type Whether there is an option to choose the form of interest payment.Option to choose Payment Currency Type Currency choice option given to the investor or the issuer

Option to choose Redemption Payment Type

Whether there is an option to choose the form of redemption payment.

Other Agent Other agents required to perform specific roles. For example; Dealer, Arranger, Conversion Agent , Determination agent, etc.Other Security Identifier It indicates any other identifier of the security.Ownership DR Rule Rule that defines when the exercising holder receives ownership of the DRsOwnership Shares Rule Rule that defines when the exercising holder receives ownership of the sharesPaperwork Code Code to inform the clients in the CA announcement that paper document(s) must be sent physically on top of the electronic CA Instruction. Please

note the use of paper notices is not recommended for securities in the ICSDs.Partial Redemption Method Reduction of nominal amount or application of a pool factorPaying Agent (Principal) (PPA) An agent appointed by the issuer to process the cash payments to be made by the issuer (collection of coupon, redemption or other monies)

related to a security.Paying Agent (Principal) Contact Details Contains the details (name, e-mail address and/or telephone number) of sender at the agent in case further clarifications are required.Payment Currency The ISO currency in which the payment may or must be done, totally or partiallyPayment Date The date at which entitlements are due to be paid to investors.Payment Date (Earliest) Earliest date on which the cash distribution can occurPayment Frequency Specifies the frequency of interest payment.Period of Action Period (Date and Time) during which the specified option or all options of the CA event remain valid.Period of Entitlement Period used for the calculation of the income entitlement (dates from and to).Physical Form (After Exchange) It indicates the physical form of the securities after the exchange of the initial certificate issued on the closing datePlace of Listing Provides the place of listing of the security.Potential Eurosystem Eligibility Flag to indicate the security is intended to be held in a manner that could allow the Eurosystem EligibilityPrevious Pool Factor Factor used to calculate the value of the outstanding principal of the financial instrument (for factored securities) until the next redemption (factor)

date. Primary Place of Deposit Euroclear and ClearstreamPrivate Placement The sale of securities directly to private persons, institutional investors, or both outside a public offering. Such non-public deals (often without a

publicly available prospectus) closing through the ICSDs are placed directly with investors. Proceed Cash Amount Used to define the cash amount payable per warrant upon exericse into cash proceeds on exercise dateProceeds Cash Currency The ISO currency in which the payment may or must be done, totally or partiallyProceeds Dividend Right The dividend right of the related security, i.e. indicating whether the shares/DRs are new or rank Pari PassuProceeds ISIN ISIN identification of the securities that represent the proceed of the exercise.Proceeds Name The name of the securities that represent the proceeds of the exercise. Proceeds Option Indicates if alternative securities are available to the exercising holder(s), e.g. GDR, ADR in place of ordinary or new sharesProceeds Option Ratio In case an exercising holder wishes to receive 'alternaive securities', this details the applicable ratio, e.g. if 1 GDR represents 10 sharesProceeds Ratio per Denomination The quantity of security proceeds per existing security denomination (existing security > new security)Proceeds Strike Currency The ISO currency of the strike price, of the securities that represent the proceed of the exercise or the conversion Proceeds Strike Price The strike price of the securities that represent the proceed of the exercise of the conversion Proceeds Summary T&C Summary terms of the proceeds security required to check acceptance and eligibility criteria prior to issuing new ISIN.Programme limit Used to identify the programme. The maximum amount to be issued off the programme.


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Field Name DefinitionProgramme Name Description Description of programme as appearing on cover page.Programme Number It indicates the Programme Number related to the security. Each Issuer on Programme Documentation has a Programme Number allocated

Pro-Ration Indicator Indicates whether settlement proceeds could be subject to pro-rata calculationsPro-Ration Occurrence Defines whether the amount tendered by the noteholders will be pro-rated.Pro-Ration Percentage Defines the percentage of the tendered notes that will be accepted to the offer.Purchase Price Offered Cash price offered to the security holder either as a percentage or an amount per denomination, incorporating any applicable Pool Factor. Can be

fixed prior to event launch or subject to calculation after the launch of the offer.Ratio Ratio used to reflect the change in (old:new) Nominal or UnderlyingRatio Announcement Date Defines the date when the applicable exchange ratio will be announcedReason for Change Defines reason for Change Notification. (Eg. Early redemption, consent not reached,…) Record Date Date/time at which positions are struck at the end of the day to note which parties are entitled to vote, held positions and securities are not

required to be blocked from trading upon instructions being submitted. See ICMSA Recommendation in Annex 11 of Record Date Rule Rule that defines date/time at which positions are struck at the end of the day to note which parties will receive the relevant amount of entitlement,

due to be distributed on payment date.. See ICMSA Recommendation in Annex 11 of the MPBRedemption Currency Choice Option Holder’s option to receive income and/or redemption payments in one of several currencies, as determined by the terms and condition of the

issue.Redemption Date Date, prior to Final Maturity, upon which securities can be redeemed in return for the payment of principal, e.g. call option or triggered event.

Redemption Formula or Conditions Description of formula components/ conditions applicable for the redemption calculations or any details related to the payment.Redemption Payment Type It indicates whether the issuer has the option to define the proceed nature. (cash, shares, odd lots, etc)Redemption Premium Amount (per denomination)

Cash payment (not interest), in addition to principal, at the redemption of a bond or unit; may be subject to different rates of taxation. Expressed as an amount per denomination.

Redemption Price Code used to specify the percentage or price payable per denomination, i.e. at par, above par or below par.Expressed in % for issues in Nominal form, in Amount for issues in Unit form.

Redemption Price Available Indicates whether the redemption price is available, or still to be fixed at a later date.Redemption Type It indicates the type of redemption (at maturity , i.e. final redemption, or before maturity , i.e. partial redemption, call or put) Reference Entity Name of the reference entity/underlying in financial difficulty Reference Entity ISIN ISIN of the reference entity/underlying in financial difficulty Reference Entity Status The reference entity can be defaulted or in financial difficultiesReference to the terms and conditions Indicates the paragraph in the terms and conditions, explaining the credit event and the resulting action from it (poolfactor/nominal reduction,

issuer's option or holder's option). Reference Underlying Assets Indicates the type of the reference underlying assetsRegistrar An entity appointed by the Issuer to maintain the register of holders where notes are in registered form.Related CAEV If the credit event notification results in an issuer's option or holder's option, we need to be informed with the corresponding CAEVRelated Reg S, 144A, Reg D ISIN RegS/144a/RegD ISIN Restriction Type Description of the applicable restrictions (e.g. the holder has to retain a certain amount of bonds after repurchase)Security Name Description of the financial instrument as provided by the agent. Selling/Transfer Restrictions Requirements on the Issuer/Manager/Noteholders on the selling of the securities in the market

Not monitored by ICSDs.Sent instructions remain valid Defines whether sent instructions remain valid further to the change. To be notified for every change.Series Number It identifies the series numberShare Delivery Agent An agent appointed by the Issuer to deliver proceeds of conversion or exchanges of securities.Signing date of Programme The data on which the programme base prospectus is finalized.Solicitation Fee Rate Defines the currency and amount per denomination an Issuer will pay as fee to all instructing noteholders during the whole period of the offer

STEP Label STEP relies on STEP Market Convention. The STEP Market Convention lays down the criteria which short-term paper programmes must fulfill to be STEP compliant and the procedures for granting and withdrawing the STEP label.STEP has been approved as a non-regulated market for collateral purposes in Eurosystem credit operations.

Sub-Type Defines whether this is a change of Name of the security Issuer and/or Issue, or a change of Terms of the securitySuspension of Privilege Details the dates during which period instructions will not be processed/actioned by the Agent or Issuer TEFRA Rules It indicates the TEFRA rule under which the security is issued.Tender Agent An agent appointed by the Issuer to process the tender of securitiesTotal Cash Amount Payable Total amount of cash to be paid by the issuer for this event based on the total outstanding amount.Total Outstanding Amount Total original amount or quantity of units taken into consideration for the paymentTrading Method Indicates whether the notional amount value is to be traded in either an amount or a unit. See ISMAG Recommendation in Annex 9.Tranche Number It indicates the number of the tranche.Transfer Agent The entity appointed to process events such as: updating records of investor accounts to reflect the daily investor purchases, redemptions,

switches, transfers, and re-registrations.It ensures the timely settlement of transactions, and may provide tax information to the investor and/or to its intermediaries. It may calculate, collect, and rebate commissions.It prepares and distributes confirmations reflecting transactions, resulting in unit or cash account movements to the investor or the investor's intermediary. It responds to inquiries concerning account status, and processes the income distribution.

Trustee An entity appointed by the issuer to act on behalf of investors in relation to the securities Unblocking Date Date on which blocked (voted) securities may be unblocked, either pre-defined prior to meeting or re-defined in case of an adjournedUnderlying Change Does the underlying change ?Underlying Risk The entity(ies)), asset(s) or security(ies) on which the credit responsibility lies as identified in the documentation. Unit Issue Price The issuance (i.e. closing date) issue Price and Currency expressed as the value of each Unit (an amount)Unit Value The value of one unit (reflected in the currency of issuance) Value Date Date/time at which cash is credited or debited to/from the account owner. It is the effective payment date as adjusted in case the scheduled date

falls on a non business day.Value Date Rule Rule that defines when cash will be debited for exercise costsVoting Attendance Defines the options available to voting participants in case CAOP = PROX. Physical meeting attendance, Voting by Proxy, Voting by

CorrespondenceVoting Attendance Identification Defines means for identification of Voting attendee and where the voting card should be issued to, if required.Voting Quorum Defines the required level of voting needed in order for the meeting to proceed. If the quorum is not met, the meeting is adjourned.

Value depends on Issuance Type, Equity vs. Bond.Voting Threshold Defines the % threshold required for votes cast vs. nominal held needed to pass the resolutionWarrant Agent The entity appointed by the Issuer to process the exercising of warrants, sometimes responsible for the issuance of the warrants into the market.

Warrant Agent Payment Details M if additional exercise option = cashWarrant Option Type Specifies whether it is a call option (right to purchase a specific underlying asset) or a put option (right to sell a specific underlying asset).

Warrant Proceeds Options Specifies whether resulting proceeds are cash, securities or cash AND securitiesWarrant Type For Warrants: Indicates when a warrant/option can be exercisedWithholding Tax Regime Indicates the default tax-withholding treatment (the applicable law) or the gross-up clause


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Annex 17: Corporate Actions Glossary of Events

Predicta-ble/ Unpred.

EVENT DESCRIPTION DEFINITION CAEV CAEP CAMV Reference template to provide complete information

P ATTACHMENT Combination of different security types to create a unit. Units are usually comprised of warrants and bond or warrants and equity. Securities may be combined at the request of the security holder or based on market convention.

ATTI REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P ATTACHMENT Combination of different security types to create a unit. Units are usually comprised of warrants and bond or warrants and equity. Securities may be combined at the request of the security holder or based on market convention.

ATTI REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

U REPURCHASE OFFER/ ISSUER BID/ REVERSE RIGHTS

Offer to existing shareholders by the issuing company to repurchase equity or other securities convertible into equity. The objective of the offer is to reduce the number of outstanding equities.

BIDS REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

U REPURCHASE OFFER/ ISSUER BID/ REVERSE RIGHTS

Offer to existing shareholders by the issuing company to repurchase equity or other securities convertible into equity. The objective of the offer is to reduce the number of outstanding equities.

BIDS REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

U BONUS ISSUE/CAPITALISATION ISSUE

Bonus, scrip or capitalisation issue. Security holders receive additional assets free of payment from the issuer, in proportion to their holding.

BONU DISN MAND ISMAG MPB, CAJWG Annex 15, Distributions

U BONUS ISSUE/CAPITALISATION ISSUE

Bonus, scrip or capitalisation issue. Security holders receive additional assets free of payment from the issuer, in proportion to their holding.

BONU REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P PUT REDEMPTION Early redemption of a security at the election of the holder subject to the terms and condition of the issue.

BPUT REOR VOLU ISMAG MPB, Annex 6 A/B - Put

U BANKRUPTCY Legal status of a company unable to pay creditors. Bankruptcy usually involves a formal court ruling. Securities may become valueless.

BRUP GENL MAND

U CAPITAL GAINS DISTRIBUTION

Distribution of profits resulting from the sale of company assets, eg, Shareholders of Mutual Funds, Unit Trusts, or Sicavs are recipients of capital gains distributions which are often reinvested in additional shares of the fund.

CAPG DISN MAND ISMAG MPB, CAJWG Annex 15, Distributions

U CAPITALISATION Increase of the current principal of a debt instrument without increasing the nominal value. It normally arises from the incorporation of due but unpaid interest into the principal. This is commonly done by increasing the pool factor value eg capitalisation and negative amortisation.

CAPI GENL MAND

P Non-US TEFRA D Certification Non-US beneficial owner certification requirement for exchange of temporary to permanent notes.

CERT GENL CHOS

U CHANGE Information regarding a change further described in the corporate action details - Agreed as mandatory when initiated by the issuer.

CHAN GENL MAND ISMAG MPB, Annex 6 C - Change

U CHANGE Information regarding a change further described in the corporate action details - Agreed as mandatory when initiated by the issuer.

CHAN REOR MAND ISMAG MPB, Annex 6 C - Change

U CLASS ACTION/ PROPOSED SETTLEMENT

Situation where interested parties seek restitution for financial loss. Security holder may be offered the opportunity to join a class action proceeding and would need to respond with an instruction

CLSA GENL VOLU

U CONSENT Procedure that aims to obtain the consent of holders, without a formal general meeting, to a proposal by the issuer or a third party.

CONS GENL VOLU ISMAG MPB, Annex 6 C - Consent

P CONVERSION Conversion of securities (generally convertible bonds or preferred shares) into another form of securities (usually common shares) at a pre-stated price/ratio. Voluntary when initiated by the investor.

CONV REOR VOLU ISMAG MPB, Annex 6 A/B - Change

U CREDIT EVENT An event such as a debt default or bankruptcy that will affect the payoff on a credit derivative, as defined in the derivative agreement.

CREV GENL MAND ISMAG MPB, Annex 6 C - Credit Event

U DECREASE IN VALUE Reduction of face value of a single share. The number of circulating shares remains unchanged. This event may include a cash payout to holders.

DECR DISN MAND ISMAG MPB, CAJWG Annex 15, Cash Distributions

U DECREASE IN VALUE Reduction of face value of a single share. The number of circulating shares remains unchanged. This event may include a cash payout to holders.

DECR GENL MAND

P DETACHMENT Separation of components that comprise a security, eg usually units comprised of warrants and bond or warrants and equity. Units may be broken up at the request of the security holder or based on market convention. Component can be any instrument (not restricted).

DETI REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P DETACHMENT Separation of components that comprise a security, eg usually units comprised of warrants and bond or warrants and equity. Units may be broken up at the request of the security holder or based on market convention. Component can be any instrument (not restricted).

DETI REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

U DEFAULT (BOND) Failure by the company to perform obligations defined as default events under the bond agreement and that have not been remedied.

DFLT GENL MAND

U DRAWING Redemption in part before the scheduled final maturity date of a security. Drawing is distinct from partial call since drawn bonds are chosen by lottery and results are confirmed to bondholder.

DRAW REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U DIVIDEND REINVESTMENT Dividend payment where holders can keep cash or have the cash reinvested in the market by the issuer into additional shares in the issuing company. To be distinguished from DVOP as the company invests the dividend in the market rather than creating new share capital in exchange for the dividend.

DRIP DISN CHOS ISMAG MPB, CAJWG Annex 15, Distributions with Options


DRIP REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options


DRIP REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

P/U DISCLOSURE Requirement under some regulations for holders or beneficial owners to disclose to the issuer the name, location and holdings of any issue.

DSCL GENL MAND

P/U DISCLOSURE Requirement under some regulations for holders or beneficial owners to disclose to the issuer the name, location and holdings of any issue.

DSCL GENL VOLU

U DUTCH AUCTION An action by a party wishing to acquire a security. Holders of the security are invited to make an offer to sell, within a specific price range. The acquiring party will buy from the holder with lowest offer.

DTCH REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

U CASH DIVIDEND Distribution of cash to shareholders, in proportion to their equity holding. Shareholder must take cash and may be offered a choice of currency.

DVCA DISN CHOS ISMAG MPB, CAJWG Annex 15, Distributions with Options

U CASH DIVIDEND Distribution of cash to shareholders, in proportion to their equity holding. Shareholder must take cash.

DVCA DISN MAND ISMAG MPB, CAJWG Annex 15, Cash Distributions

U CASH DIVIDEND Distribution of cash to shareholders, in proportion to their equity holding. Shareholder must take cash and may be offered a choice of currency.

DVCA REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

U DIVIDEND OPTION (choice dividend)

Distribution of a dividend to shareholders with a choice of benefit to receive. Shareholders may choose to receive shares or cash. To be distinguished from DRIP as the company creates new share capital in exchange for the dividend rather than investing the dividend in the market.

DVOP DISN CHOS ISMAG MPB, CAJWG Annex 15, Distributions with Options

U DIVIDEND OPTION (choice dividend)

Distribution of a dividend to shareholders with a choice of benefit to receive. Shareholders may choose to receive shares or cash. To be distinguished from DRIP as the company creates new share capital in exchange for the dividend rather than investing the dividend in the market.

DVOP REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

SCRIP DIVIDEND/ PAYMENT Dividend or interest paid in the form of scrip DVSC DISN CHOS ISMAG MPB, CAJWG Annex 15, Distributions with Options

SCRIP DIVIDEND/ PAYMENT Dividend or interest paid in the form of scrip DVSC DISN MAND ISMAG MPB, CAJWG Annex 15, Cash Distributions

P/U STOCK DIVIDEND Dividend paid to shareholders in the form of equities of the issuing corporation.

DVSE DISN MAND ISMAG MPB, CAJWG Annex 15, Securities Distributions

P/U STOCK DIVIDEND Dividend paid to shareholders in the form of equities of the issuing corporation.

DVSE REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

U EXCHANGE OFFER Exchange of holdings for other securities and/or cash. The exchange can be either mandatory or voluntary involving the exchange of outstanding securities for different securities and/or cash. For example "exchange offer" and "capital reorganisation". Always initiated by the issuer as a capital restructuring of a single company which may result in further companies and/ or involve subsidiaries.

EXOF REOR MAND ISMAG MPB, Annex 6 C - exchange offer


177

P/U EVENT DESCRIPTION DEFINITION CAEV CAEP CAMV Reference template to provide complete information

U EXCHANGE OFFER Exchange of holdings for other securities and/or cash. The exchange can be either mandatory or voluntary involving the exchange of outstanding securities for different securities and/or cash. For example "exchange offer" and "capital reorganisation". Always initiated by the issuer as a capital restructuring of a single company which may result in further companies and/ or involve subsidiaries.

EXOF REOR VOLU ISMAG MPB, Annex 6 C - exchange offer

U CALL ON INTERMEDIATE SECURITIES / SUBSCRIPTION

Call or exercise on nil-paid securities or intermediate securities resulting from a intermediate securities distribution (RHDI). This code is used for the second event, when an intermediate securities' issue (rights/coupons) is composed of two events, the first event being the distribution of intermediate securities.

EXRI REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

P MATURITY EXTN As stipulated in a bond’s Terms and Conditions, the issuer or the bondholder may prolong the maturity date of a bond. After extension, the security may differ from original issue (new rate or maturity date). May be subject to bondholder’s approval.

EXTM GENL MAND


EXTM REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options


EXTM REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

P EXERCISE OF WARRANTS Option offered to holders to buy (call warrant) or to sell (put warrant) a specific amount of stock, cash, or commodity, at a predetermined price, during a predetermined period of time (which usually corresponds to the life of the issue).

EXWA REOR CHOS ISMAG MPB, Annex 6 A/B - warrants


EXWA REOR MAND ISMAG MPB, Annex 6 A/B - warrants


EXWA REOR VOLU ISMAG MPB, Annex 6 A/B - warrants

U INCREASE IN VALUE Increase in the face value of a single security. The number of circulating securities remains unchanged.

INCR GENL MAND

P HOLDERS CURRENCY OPTION ON INTEREST PAYMENT

Holders option to choose the currency of the interest payment. INTR DISN CHOS ISMAG MPB, CAJWG Annex 15, Distributions with Options

P OTHER HOLDERS OPTION ON INTEREST PAYMENT

Holders option to choose to receive the interest payment in cash or securities. INTR DISN CHOS ISMAG MPB, CAJWG Annex 15, Distributions with Options

P INTEREST PAYMENT Regular interest payment distributed to holders of an interest bearing asset INTR DISN MAND ISMAG MPB, Annex 6 A/B - InterestP ISSUERS CURRENCY OPTION

ON INTEREST PAYMENTIssuers option to choose the currency of the interest payment. INTR DISN MAND ISMAG MPB, CAJWG Annex 15, Cash

Distributions

P OTHER ISSUERS OPTION ON INTEREST PAYMENT

Issuers option to pay the interest in cash or securities. INTR DISN MAND ISMAG MPB, CAJWG Annex 15, Distributions

U NON PAYMENT/DELAYED INTEREST PAYMENT

Notification of non- or delayed payment of interest. INTR GENL MAND

U PAYMENT DETAILS ON ISSUER IN DEFAULT

Notification of interest payment details for issue in default. INTR GENL MAND

P INTEREST PAYMENT Regular interest payment distributed to holders of an interest bearing asset INTR REOR CHOS ISMAG MPB, Annex 6 A/B - InterestU LIQUIDATION (DIVIDEND/

PAYMENT)A distribution of cash, assets or both. Debt may be paid in order of priority based on preferred claims to assets specified by the security.

LIQU DISN MAND ISMAG MPB, CAJWG Annex 15, Distributions

U LIQUIDATION (DIVIDEND/ PAYMENT)

A distribution of cash, assets or both. Debt may be paid in order of priority based on preferred claims to assets specified by the security.

LIQU REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P/U FULL CALL/ EARLY REDEMPTION

The redemption of an entire issue outstanding of securities, eg bonds, preferred equity by the issuer or its agent, eg asset manager, before final maturity.

MCAL REOR MAND ISMAG MPB, Annex 6 A/B - Call

U ANNUAL GENERAL MEETING Annual General Meeting MEET GENL VOLU ISMAG MPB, Annex 6 C - MeetingU MERGER Exchange of outstanding securities, initiated by the issuer which may include

options, as the result of two or more companies combining assets, i.e. an external third party company. Cash payments may accompany equity exchange. Initiated by the issuer.

MRGR REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U ODD LOT SALE/ PURCHASE Sale to or purchase of odd-lots to/from the issuing company, initiated either by the holder of the security or through an offer made by the issuer.

ODTL REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

U ODD LOT SALE/ PURCHASE Sale to or purchase of odd-lots to/from the issuing company, initiated either by the holder of the security or through an offer made by the issuer.

ODTL REOR VOLU ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

U ORDINARY GENERAL MEETING

Ordinary General Meeting OMET GENL VOLU ISMAG MPB, Annex 6 C - Meeting

P PARI-PASSU (FUNGIBILITY) Occurs when securities with different characteristics, eg, shares with different entitlements to dividend or voting rights, become identical in all respects, e.g., pari-passu or assimilation. May be scheduled in advance, e.g., shares resulting from a bonus may become fungible after a pre-set period of time, or may result from outside events, e.g., merger, reorganisation, issue of supplementary tranches, etc.

PARI REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P PARTIAL REDEMPTION WITH REDUCTION OF NOMINAL VALUE

Securities are redeemed in part before their scheduled final maturity date with reduction of the nominal value of the securities. The outstanding amount of securities will be reduced proportionally.

PCAL REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

PARTIAL DEFEASANCE/ PREFUNDING

Issuer has set money aside to redeem a portion of an issue and the indenture states that the securities could be called earlier than the stated maturity.

PDEF GENL MAND

U PAYMENT IN KIND Interest payment, in any kind except cash, distributed to holders of an interest bearing asset.

PINK DISN MAND ISMAG MPB, CAJWG Annex 15, Securities Distributions

U PLACE OF INCORPORATION Changes in the state of incorporation for US companies and changes in the place of incorporation for foreign companies. Where shares need to be registered following the incorporation change, the holder(s) may have to elect the registrar.

PLAC GENL CHOS

U PLACE OF INCORPORATION Changes in the state of incorporation for US companies and changes in the place of incorporation for foreign companies. Where shares need to be registered following the incorporation change, the holder(s) may have to elect the registrar.

PLAC GENL MAND

P INSTALLMENT CALL An instalment towards the purchase of equity capital, subject to an agreement between an issuer and a purchaser.

PPMT REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

P INSTALLMENT CALL An instalment towards the purchase of equity capital, subject to an agreement between an issuer and a purchaser.

PPMT REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U/P PARTIAL REDEMPTION WITHOUT REDUCTION OF FACE VALUE WITH POOL FACTOR

Securities are redeemed in part before their scheduled final maturity date without reduction of the nominal value of the securities. This is commonly done by pool factor reduction.

PRED DISN MAND ISMAG MPB, Annex 6 A/B - Partial Redemption

P INTEREST PAYMENT WITH PRINCIPAL

An event which consists of two components, the decrease of the amortized value of a pool factor security and an interest payment.

PRII DISN MAND ISMAG MPB, Annex 6 A/B - Interest + Partial RedemptionFor clarity, the two templates should be used separately

U PRIORITY ISSUE Form of open or public offer where, due to a limited amount of securities available, priority is given to existing shareholders.

PRIO REORVOLU

ISMAG MPB, CAJWG Annex 15, Voluntary Reorganisations

U NON PAYMENT/DELAYED REDEMPTION PAYMENT

Notification of non- or delayed payment of redemption. REDM GENL MAND

P FINAL MATURITY The redemption of an entire issue outstanding of securities, eg, bonds, preferred equity, funds, by the issuer or its agent, eg, asset manager at final maturity.

REDM REOR CHOS ISMAG MPB, Annex 6 A/B - Final redemption

P HOLDER CURRENCY OPTION ON FINAL REDEMPTION

Holders option to choose the currency of the final redemption payment. REDM REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options


178

P/U EVENT DESCRIPTION DEFINITION CAEV CAEP CAMV Reference template to provide complete information

P OTHER HOLDERS OPTION ON FINAL REDEMPTION

Holders option to choose to receive the redemption payment in cash or securities.

REDM REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

P FINAL MATURITY The redemption of an entire issue outstanding of securities, eg, bonds, preferred equity, funds, by the issuer or its agent, eg, asset manager at final maturity.

REDM REOR MAND ISMAG MPB, Annex 6 A/B - Final redemption

U PAYMENT DETAILS ON ISSUER IN DEFAULT

Notification of redemption payment details for issue in default. REDM REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P ISSUERS CURRENCY OPTION ON FINAL REDEMPTION

Issuers option to choose the currency of the redemption payment. REDM REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P OTHER ISSUERS OPTION ON FINAL REDEMPTION

Issuers option to redeem the securities in cash or securities. REDM REOR MAND ISMAG MPB, Annex 6 A/B - Redemption in Cash or Shares

U REDENOMINATION Event by which the unit (currency and/or nominal) of a security is restated, eg, nominal/par value of security in a national currency is restated in another currency.

REDO REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

P REMARKETING AGREEMENT Purchase and sale of remarketed preferred equities/bonds through the negotiation of interest rate between the issuers and the holders.

REMK REOR CHOS ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations with Options

U RIGHTS DISTRIBUTION - INTERMEDIATE SECURITIES DISTRIBUTION

The distribution of intermediate securities or privilege that gives the holder the right to take part in a future event.

RHDI DISN MAND ISMAG MPB, CAJWG Annex 15, Securities Distributions

U SHARES PREMIUM This corporate event pays shareholders an amount in cash issued from the share premium reserve. It is similar to a dividend but has different tax implications.

SHPR DISN MAND ISMAG MPB, CAJWG Annex 15, Cash Distributions

U SMALLEST NEGOTIABLE UNIT Modification of the smallest negotiable unit of shares in order to obtain a new negotiable unit.

SMAL GENL MAND

U SMALLEST NEGOTIABLE UNIT Modification of the smallest negotiable unit of shares in order to obtain a new negotiable unit.

SMAL REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U SPIN-OFF A distribution of subsidiary stock to the shareholders of the parent company without a surrender of shares. Spin-off represents a form of divestiture resulting in an independent company. Eg, demerger, distribution, unbundling.

SOFF DISN MAND ISMAG MPB, CAJWG Annex 15, Securities Distributions

U SPIN-OFF A distribution of subsidiary stock to the shareholders of the parent company without a surrender of shares. Spin-off represents a form of divestiture resulting in an independent company. Eg, demerger, distribution, unbundling.

SOFF REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U STOCK SPLIT/ CHANGE IN NOMINAL VALUE/SUBDIVISION

Increase in a corporation’s number of outstanding equities without any change in the shareholder’s equity or the aggregate market value at the time of the split. Equity price and nominal value are reduced accordingly.

SPLF REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U REVERSE STOCK SPLIT/CHANGE IN NOMINAL VALUE/CONSOLIDATION

Decrease in a company’s number of outstanding equities without any change in the shareholder’s equity or the aggregate market value at the time of the split. Equity price and nominal value are increased accordingly.

SPLR REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U REVERSE STOCK SPLIT/CHANGE IN NOMINAL VALUE/CONSOLIDATION

Decrease in a company’s number of outstanding equities without any change in the shareholder’s equity or the aggregate market value at the time of the split. Equity price and nominal value are increased accordingly.

SPLR REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory Reorganisations

U TENDER/ ACQUISITION/ TAKEOVER/PURCHASE OFFER/BUYBACK

An offer made to shareholders, normally by a third party, requesting them to sell (tender) or exchange their equities. Initiated by a third party.

TEND REOR VOLU ISMAG MPB, Annex 6 C - Bids/Tends

P TAX RECLAIM Event related to tax reclaim activities. TREC GENL MANDU WORTHLESS Booking out of valueless securities. WRTH REOR MAND ISMAG MPB, CAJWG Annex 15, Mandatory

ReorganisationsP WITHHOLDING TAX RELIEF

CERTIFICATIONCertification request for withholding tax reduction or exemption based on the tax status of the holder.

WTRC GENL VOLU

U EXTRAORDINARY GENERAL MEETING

Extraordinary General Meeting XMET GENL VOLU ISMAG MPB, Annex 6 C - Meeting


179

Amendm

ents occuring close to, on or after payment date, generate reversals. From

a client perspective, the MPB defines a

reversal as a payment correction processed by ICSDs after a client’s account has been credited. This correction is due to wrong or

late information from

upstream interm

ediaries.

Categorisation of Amendm

ents and Reversals For each Am

endment and Reversal, if after Paym

ent Date -2 Business Days, a Root Cause needs to be fi lled out, quoting an Originator (WHO), Root Cause (W

HY) and Error WHAT).

1. Process Gap

A break in a set of actions related to the operational

treatment of inform

ation/ event

1.1. Not Received:

For whatever reason, the information (T&Cs, notifi cation,

amendm

ent) and/or payment details have not been received

by the intermediary.

E.g. an updated notifi cation of rate fi xing is sent to a wrong

address or not sent at all, resulting in the failure of the

update.

1.2. Received Late:

The information (T&Cs, notifi cation, am

endment) and/or

payment details were not received within the specifi c and

predetermined tim

e frame by the interm

ediary.

E.g. a pre-advice is received after the cut-off time for

processing.

1.3. Received but not Processed:


endment) and/or pay-

ment details are received within the predeterm

ined timefram

e,

however for whatever reason, the details are not processed,

resulting in a reversal.

E.g. an updated rate fi xing notifi cation is overlooked by the

intermediary.

1.4. Processed Late:


endment) and/or pay-

ment details are received within the predeterm

ined timefram

e,

however, the information has not been processed in a tim

ely

manner, resulting in a reversal.

E.g. a renunciation was correctly notifi ed by the Issuer to their

Agent, but was not notifi ed downstream on tim

e.

1.5. Manual/Typing Error:

Manual/typing errors are accidental, unintentional false

statements m

ade by an individual while processing the details

surrounding the issue.

E.g. record dates are incorrectly entered – 06/05/2009

instead of 05/06/2009.

1.6. System Error/Lim

itation:

A system error is any network (internet, data vendors),

computer, or electronic issue that lim

its the ability of the

company to process the issues details within the required

timefram

e.

Only to be used in very exceptional circumstances.

2. Unclear Docum

entation/Static Data

Unclear or incomplete docum

entation led to different

interpretation of the data by the various intermediaries

The documents that provide details about the interest or

redemption calculations (incl. specifi c rules, e.g. Day Count

and Business Day conventions, Record Date,…, form

ula),

rates or prices are ill-defi ned, ambiguous/ open to

interpretation, incomplete, erroneous or silent.

E.g. the T&Cs do not specify whether the interest period

should be adjusted or unadjusted.

3. Market Events/

Instrument N

ature

Unavoidable, but occurence could have been expected by

Investors when purchasing certain instrument types

3.1. Credit Event/Shortfall:

A credit event or shortfall is an occurrence on a credit deriva-

tive for which the Issuer of one or several underlying(s) is

unable to fulfi l their fi nancial obligations (defi ned in the T&Cs

of the security), hence impacting the pre-advised paym

ent

which will be either paid in part, or not paid at all. To be used

when an income paym

ent is reversed because a credit event

or shortfall was announced AFTER the payment date.

N.B: If a Credit Event is announced before the payment date

and subsequently led to a reversal, use one of the “Process

Gap”.categories.

3.2. Default:

An issue is recognised as ‘in default’ when a debtor has not

met their legal/fi nancial obligations according to the debt

contract (defi ned in the T&Cs of the security). To be used

when an income paym

ent is reversed AFTER the payment date

either because the Issuer or the underlying is in default. Select

“Underlying” in the list of Errors (WHAT).

N.B.: If a Default is announced before payment date and

subsequently led to a reversal, use one of the “Process Gap”

categories.

Originator (W

HO

)

Calculation Agent

Comm

on Depository

ICSD

Issuer

Paying Agent

Root Cause (WH

Y)

1. Pro

cess Gap

M

anual/ Typing Error

Not Received

Processed Late

Received but not Processed

Received Late

System

error/limitation

2. U

nclear D

ocum

entatio

n

Unclear Docum

entation

3. M

arket Events/

Instrum

ent Nature

Credit Event

Default

Shortfall

Error (WH

AT)

Adjusted / Unadjusted

Amended Docum

entation

Balance/ Position

Business Day Convention

Calculation Method/ Form

ula

Credit Event

Currency

Day Count Convention

Days in Range

Denomination

Fixing/ Valuation/ Determination Date

Forex

Frequency

Index

Interest Period

Interest Rate (fi xed)

Interest Rate (variable)

ISIN

Margin

Mark Down / M

ark Up

Maturity Date

Notice Period (put & call)

Outstanding Amount

Payable Amount

Payment Date

Poolfactor

Record Date

Redemption Proceed (cash/shares)

Redemption Rate (fi xed)

Redemption Rate (variable)

Renunciation

Repurchase, Instalment,Put and Am

ortization

Rounding

Shortfall

Strike price

Taxation

Underlying

1

2

3

Income Am

endments Root Cause - M

ethodology quick cardAnnex 18: Income Amendments - Root Cause - Methodology quick card


180

N O T E S


181

N O T E S

© 2012 Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, 1210 Brussels, Belgium - Tel: +32 (0)2 326 1211 - www.euroclear.comRPM Brussels number 0429 875 591 - Euroclear is the marketing name for the Euroclear System, Euroclear plc, Euroclear SA/NV and their affiliates.

© Copyright Clearstream International S.A. (2012). All rights reserved. Clearstream is a registered trademark of Clearstream International S.A.Clearstream International S.A. is a Deutsche Börse Group company.

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